UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended ~~June 30, 2008~~March 31, 2009

orOr

o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to

Commission File Number 000-24085

AXT, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		94-3031310
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

4281 Technology Drive, Fremont, California 94538

(Address of principal executive offices) (Zip code)

(510) 683-5900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~July~~April 30, ~~2008~~2009
Common Stock, $0.001 par value		~~30,435,403~~30,512,899

Table of Contents

AXT, INC.
FORM 10-Q
TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements (unaudited)		3
Condensed Consolidated Balance Sheets as of ~~June 30, 2008~~March 31, 2009 and December 31, ~~2007~~2008		3
Condensed Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2009 and 2008 ~~and 2007~~		4
Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2009 and 2008 ~~and 2007~~		5
Notes To Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27	28
Item 4. Controls and Procedures	28	29
PART II. OTHER INFORMATION	29	30
Item 1. Legal Proceedings	29	30
Item 1A. Risk Factors	29	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29	30
Item 3. Defaults Upon Senior Securities	29	30
Item 4. Submission of Matters to a Vote of Security Holders	29	30
Item 5. Other Information	29	30
Item 6. Exhibits	30	31
Signatures	31	32

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AXT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share data)

	June 30,			December 31,			March 31,			December 31,
	2008			2007			2009			2008
Assets:
Current assets:
Cash and cash equivalents	$	19,292		$	18,380		$	11,507		$	13,566
Short-term investments	17,698			20,825			17,960			17,756
Accounts receivable, net of allowances of $126 and $379 as of June 30, 2008 and December 31, 2007, respectively	13,640			12,149
Accounts receivable, net of allowances of $236 and $663 as of March 31, 2009 and December 31, 2008, respectively							8,390			11,497
Inventories, net	38,887			24,781			33,497			35,082
Prepaid expenses and other current assets	5,970			3,569			2,298			3,131
Assets held for sale	—			5,140
Total current assets	95,487			84,844			73,652			81,032
Property, plant and equipment, net	19,100			15,986			21,511			22,184
Restricted deposits	6,400			6,700			3,000			3,013
Other assets	5,739			5,242			5,375			5,433
Total assets	$	126,726		$	112,772		$	103,538		$	111,662

Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	14,228		$	4,328		$	4,202		$	6,657
Accrued liabilities	4,639			4,326			3,974			4,453
Accrued restructuring							442			—
Line of credit							3,000			3,013
Current portion of long-term debt	450			450			74			73
Income taxes payable	947			390
Total current liabilities	20,264			9,494			11,692			14,196
Long-term debt, net of current portion	5,962			6,250			478			496
Other long-term liabilities	3,028			3,778			64			94
Total liabilities	29,254			19,522			12,234			14,786
Commitments and contingencies (Note 10)
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.001 par value per share; 2,000 shares authorized; 883 shares issued and outstanding as of June 30, 2008 and December 31, 2007.	3,532			3,532
Common stock, $0.001 par value per share; 70,000 shares authorized; 30,435 and 30,358 shares issued and outstanding as of June 30, 2008 and December 31, 2007, respectively	30			30
Preferred stock, $0.001 par value per share; 2,000 shares authorized; 883 shares issued and outstanding as of March 31, 2009 and December 31, 2008							3,532			3,532
Common stock, $0.001 par value per share; 70,000 shares authorized; 30,513 and 30,513 shares issued and outstanding as of March 31, 2009 and December 31, 2008, respectively							30			30
Additional paid-in capital	186,419			185,949			187,212			186,754
Accumulated deficit	(95,847		)	(98,543		)	(104,748		)	(99,232		)
Accumulated other comprehensive income	3,338			2,282			2,770			2,580
Total AXT, Inc. stockholders’ equity							88,796			93,664

Noncontrolling interests							2,508			3,212
Total stockholders’ equity	97,472			93,250			91,304			96,876

Total liabilities and stockholders’ equity	$	126,726		$	112,772		$	103,538		$	111,662

See accompanying notes to condensed consolidated financial statements.

Table of Contents

AXT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
	2008			2007			2008			2007			2009			2008

Revenue	$	19,932		$	13,639		$	39,566		$	26,165		$	7,654		$	19,634
Cost of revenue	13,488			8,607			26,901			15,728			7,891			13,413
Gross profit	6,444			5,032			12,665			10,437
Gross profit (loss)													(237		)	6,221

Operating expenses:
Selling, general and administrative	3,578			3,743			7,245			7,446			4,006			3,667
Research and development	569			348			1,073			808			460			504
Impairment (recovery) on assets held for sale	—			(481		)	83			(481		)
Impairment on assets held for sale													—			83
Restructuring charge													507			—
Total operating expenses	4,147			3,610			8,401			7,773			4,973			4,254
Income from operations	2,297			1,422			4,264			2,664
Income (loss) from operations													(5,210		)	1,967
Interest income, net	241			225			365			449			44			124
Minority interests	(648		)	(493		)	(1,147		)	(753		)
Other income (expense), net	(518		)	221			409			470
Other income (loss), net													(422		)	927

Income before provision for income taxes	1,372			1,375			3,891			2,830
Income (loss) before provision for income taxes													(5,588		)	3,018
Provision for income taxes	635			162			1,195			273			4			560
Net income	$	737		$	1,213		$	2,696		$	2,557
Net income (loss)													(5,592		)	2,458
Less: Net income (loss) attributable to noncontrolling interest													76			(499		)
Net income (loss) attributable to AXT, Inc.													$	(5,516	)	$	1,959

Net income per share:
Net income (loss) attributable to AXT, Inc. per common share:
Basic	$	0.02		$	0.04		$	0.09		$	0.08		$	(0.18	)	$	0.06
Diluted	$	0.02		$	0.04		$	0.08		$	0.08		$	(0.18	)	$	0.06

Shares used in computing net income per share:
Weighted average number of common shares outstanding:
Basic	30,421			29,943			30,403			29,871			30,434			30,367
Diluted	31,562			31,142			31,573			31,233			30,434			31,585

See accompanying notes to condensed consolidated financial statements.

Table of Contents

AXT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Six Months Ended
	June 30,						Three Months Ended March 31,
	2008			2007			2009			2008

Cash flows from operating activities:
Net income	$	2,696		$	2,557
Net income (loss) attributable to AXT, Inc.							$	(5,516	)	$	1,959

Adjustments to reconcile net income to net cash used in operations:
Depreciation	967			686			800			478
Accretion of marketable securities premium/discount	(2		)	(48		)
Gain on disposal of property, plant and equipment	(2		)	—
Impairment (recovery) on assets held for sale	83			(481		)
Accretion of marketable securities premium							(4		)	—
Loss on disposal of property, plant and equipment							1			—
Impairment on assets held for sale							—			83
Stock-based compensation	321			211			458			170
Realized loss (gain) on sale of investments	(326		)	29
Non-cash restructuring charge							507			—
Realized gain on sale of investments							—			(459		)
Changes in assets and liabilities:
Accounts receivable	(1,361		)	(183		)
Accounts receivable, net							3,108			(4,366		)
Inventories	(13,598		)	(4,590		)	1,583			(4,028		)
Prepaid expenses	(2,143		)	(36		)	833			(1,701		)
Other assets	(439		)	(512		)	58			(185		)
Accounts payable	9,459			(1,656		)	(2,454		)	4,469
Accrued liabilities	242			51			(544		)	121
Income taxes	510			149
Other long-term liabilities	(908		)	(26		)	(733		)	(902		)
Net cash used in operating activities	(4,501		)	(3,849		)	(1,903		)	(4,361		)

Cash flows from investing activities:
Purchases of property, plant and equipment	(3,079		)	(2,298		)	(135		)	(986		)
Proceeds from sale of property, plant and equipment	4			—
Proceeds from sale of assets held for sale	5,057			—			—			5,057
Purchases of marketable securities	(11,737		)	(10,254		)	(13		)	(6,808		)
Proceeds from sale of marketable securities	14,495			11,911			—			11,328
Decrease in restricted deposits	300			300			13			150
Net cash provided by (used in) investing activities	5,040			(341		)	(135		)	8,741

Cash flows from financing activities:
Proceeds from issuance of common stock, net	149			3,842			—			68
Long-term debt payments	(288		)	(387		)	(30		)	(150		)
Long-term debt proceeds							—			274
Net cash provided by (used in) financing activities	(139		)	3,455			(30		)	192
Effect of exchange rate changes on cash and cash equivalents	512			35			9			273
Net increase (decrease) in cash and cash equivalents	912			(700		)	(2,059		)	4,845
Cash and cash equivalents at the beginning of the period	18,380			16,116			13,566			18,380
Cash and cash equivalents at the end of the period	$	19,292		$	15,416		$	11,507		$	23,225

See accompanying notes to condensed consolidated financial statements.

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AXT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements of AXT, Inc. (“AXT”, the “Company”, “we,” “us,” and “our” refer to AXT, Inc. and all of its consolidated subsidiaries) are unaudited, and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the year-end condensed consolidated balance sheet data was derived from our audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of our management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and cash flows of AXT and our subsidiaries for all periods presented.

Our management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ materially from those estimates.

The results of operations are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with our consolidated financial statements and the notes thereto included in our ~~2007~~2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March ~~14, 2008 and our Quarterly Report~~31, 2009.

Certain reclassifications have been made to the prior period consolidated financial statements to conform to current period presentation. These reclassifications had no impact on ~~Form 10-Q for the quarterly period ended March 31, 2008 filed with the SEC on May 12, 2008.~~previously reported total assets, stockholders’ equity or net income (loss).

Note 2. Accounting for Stock-Based Compensation

~~Effective January 1, 2006, we adopted~~We account for stock-based compensation in accordance with the provisions of ~~Statement of Financial Accounting Standards (“SFAS”)~~SFAS No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”)~~. SFAS 123(R) establishes~~, which established accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at ~~the~~each grant date, based on the fair value of the award, and is recognized as an expense over the ~~employee~~employee’s requisite service ~~period.~~period of the award. All of ~~our~~the Company’s stock compensation is accounted for as an equity instrument. We previously applied Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations and provided the required pro forma disclosures of SFAS No. 123, “~~Accounting for Stock-Based Compensation~~~~” (“SFAS 123”.~~

~~We elected the modified prospective transition method for adopting SFAS 123(R). Under this method, the~~The provisions of SFAS 123(R) apply to all awards granted or modified after the date of ~~adoption.~~adoption which was January 1, 2006. The unrecognized expense of awards not yet vested at the date of adoption will be recognized in net income (loss) in the periods after the date of adoption using the same Black-Scholes valuation method and assumptions determined under the original provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.~~as disclosed in our previous quarterly and annual reports.~~”

~~The effect~~We recorded $458,000 and $170,000 of ~~recording~~ stock based compensation in our condensed statements of operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2009 and 2008, respectively. We utilized the Black-Scholes valuation model for estimating the fair value of the stock compensation granted both before and ~~2007 was as follows~~after the adoption of SFAS 123(R). The following table summarizes compensation costs related to our stock-based compensation awards (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2008		2007		2008		2007		2009		2008
Stock-based compensation in the form of employee stock options, included in:

Cost of revenue	$	15	$	13	$	31	$	26	$	13	$	16
Selling, general and administrative	93		60		215		149		418		122
Research and development	43		18		75		36		27		32

Total stock-based compensation	151		91		321		211		458		170
Tax effect on stock-based compensation	—		—		—		—		—		—

Net effect on net income	$	151	$	91	$	321	$	211	$	458	$	170

Effect on basic net income per share	$	0.00	$	0.00	$	0.01	$	0.01
Effect on diluted net income per share	$	0.00	$	0.00	$	0.01	$	0.01
Effect on net income (loss) attributable to AXT, Inc. per common share:
Basic									$	0.02	$	0.00
Diluted									$	0.02	$	0.00

Table of Contents

As of ~~June 30, 2008~~March 31, 2009 the total compensation costs related to unvested stock-based awards granted to employees under our stock option plan but not yet recognized was approximately ~~$1,096,000,~~$749,000, net of estimated forfeitures of ~~$133,000.~~$116,000. These costs will be amortized on a straight-line basis over a weighted-average period of approximately ~~2.3~~2.73 years and will be adjusted for subsequent changes in estimated forfeitures. We elected not to capitalize any stock-based compensation to inventory as of ~~June 30, 2008~~March 31, 2009 due to the immateriality of the amount.

The amortization of stock compensation under SFAS 123(R) for the period after our January 1, 2006 adoption is based on the single-option approach.

We estimate the fair value of stock options using a Black-Scholes valuation model, consistent with the provisions of SFAS 123(R), and the SEC Staff Accounting Bulletin No. 107. There were no stock option grants made in the three ~~and six~~ months ended ~~June 30, 2007 and no options were granted in the three months ended June 30, 2008.~~March 31, 2009. The fair value of our stock options granted to employees for the ~~six~~three months ended ~~June 30,~~March 31, 2008 was estimated using the following weighted-average assumptions:

	Six Months Ended			Three Months Ended March 30,
	June 30, 2008			2009		2008
Expected term (in years)	4.0			n/a		4.0

Volatility	60.79		%	n/a		60.79		%

Expected dividend	0		%	n/a		0		%

Risk-free interest rate	2.69		%	n/a		2.69		%

Estimated forfeitures	4.3		%	5.07	%	14.64		%

Weighted-average fair value	$	5.09		n/a		$	5.09

The following table summarizes the stock option transactions during ~~six~~the three months ended ~~June 30, 2008~~March 31, 2009 (in thousands, except per share data):

Shares

Weighted-
average
Exercise
Price

Weighted-
average
Remaining
Contractual
Life
(in years)

Aggregate
Intrinsic
Value

Options outstanding as of December 31, 2007

2,477

$
2.95

Granted

2

5.09

Exercised

(78
)
1.92

Canceled

(34
)
7

Options outstanding as of June 30, 2008

2,367

$
2.93

6.54

$
4,556

Options vested and expected to vest as of June 30, 2008

2,331

$
2.90

6.51

$
4,539

Options exercisable as of June 30, 2008

1,699

$
2.44

5.82

$
3,901

	Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Life (in years)	Aggregate Intrinsic Value

Options outstanding as of December 31, 2008	2,764		$	2.74

Granted	—		—

Exercised	—		—

Canceled and expired	(11	)	3.06

Options outstanding as of March 31, 2009	2,753		$	2.74	4.75	—

Options vested and expected to vest as of March 31, 2009	2,713		$	2.73	4.70	—

Options exercisable as of March 31, 2009	2,163		$	2.63	4.03	—

As of December 31, ~~2007,~~2008, options to purchase ~~1,638,139~~1,914,000 shares at a weighted average exercise price of ~~$2.56~~$2.58 per share were vested and exerciseable.

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The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on our closing price of ~~$4.19 as of June 30, 2008,~~$0.86 on March 31, 2009, which would have been received by the option holder had all option holders exercised their options ~~as of~~on that date. ~~The total number of~~There are no in-the-money options exerciseable as of ~~June 30, 2008 was 1,572,927.~~

~~Table of Contents~~March 31, 2009.

The options outstanding and exercisable as of ~~June 30, 2008~~March 31, 2009 were in the following exercise price ranges:

Options Outstanding as of June 30, 2008					Options Exercisable as of June 30, 2008
Options Outstanding as of March 31, 2009								Options Outstanding as of March 31, 2009					Options Exercisable as of March 31, 2009
Range of Exercise Price	Shares	Weighted-average Exercise Price		Weighted-average Remaining Contractual Life	Shares	Weighted-Average Exercise Price			Shares	Weighted- average Exercise Price		Weighted- average Remaining Contractual Life	Shares	Weighted- Average Exercise Price
$1.17 - $1.38	1,203,281	$	1.28	6.40	989,436	$	1.28		1,198,568	$	1.28	4.32	1,145,324	$	1.28
$1.39 - $1.44	11,500	$	1.41	6.89	8,761	$	1.41		4,261	$	1.43	1.53	4,261	$	1.43
$1.45 - $2.24	415,863	$	2.16	4.76	407,728	$	2.16		821,563	$	1.88	5.31	519,163	$	2.04
$2.25 - $5.09	410,320	$	4.07	7.44	234,624	$	3.64
$5.10 - $41.50	326,175	$	8.62	8.20	58,500	$	19.17
$2.25 - $6.31									670,084	$	4.97	5.03	435,484	$	4.67
$6.32 - $41.50									58,500	$	19.17	2.35	58,500	$	19.17
	2,367,139	$	2.93	6.54	1,699,049	$	2.44		2,752,976	$	2.74	4.74	2,162,732	$	2.63

There were no options exercised in the three months ended March 31, 2009. The total intrinsic value of options exercised for the three ~~and six~~ months ended ~~June 30,~~March 31, 2008 was ~~$117,000 and $245,000, respectively. The total intrinsic value of options exercised for the three and six months ended June 30, 2007, was $90,000 and $160,000, respectively.~~$128,000. Cash received from option exercises for the three ~~and six months~~ ended ~~June 30,~~March 31, 2008 was ~~$81,000 and $149,000, respectively. Cash received from option exercises for the three and six months ended June 30, 2007 was $183,000 and $228,000, respectively.~~$68,000.

A summary of activity related to restricted stock awards for the ~~six~~three months ended ~~June 30, 2008~~March 31, 2009 is presented below:

	Shares		Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
Non-vested restricted stock shares outstanding as of December 31, 2007	23,480		$	4.26
Non-vested restricted stock shares outstanding as of December 31, 2008					78,544	$	2.12
Restricted stock shares granted	—		$	—	—	$	—
Restricted stock shares vested	(3,536	)	$	3.77	—	$	—
Non-vested restricted stock shares outstanding as of June 30, 2008	19,944		$	4.26
Non-vested restricted stock shares outstanding as of March 31, 2009					78,544	$	2.12

As of ~~June 30, 2008,~~March 31, 2009, we had ~~$68,000~~$129,000 of unrecognized compensation expense, net of forfeitures, related to restricted stock awards, which will be recognized over the weighted average period of ~~2.02~~2.23 years. During the ~~six~~three months ended ~~June 30, 2008, 3,536~~March 31, 2009, no shares of restricted stock vested.

Note 3. Investments and Fair Value Measurements

Our cash, cash equivalents and investments, and strategic investments in privately-held companies are classified as follows (in thousands):

	June 30, 2008									December 31, 2007									March 31, 2009									December 31, 2008
			Gross		Gross							Gross		Gross							Gross		Gross							Gross		Gross
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gain		(Loss)			Value		Cost		Gain		(Loss)			Value		Cost		Gain		(Loss)			Value		Cost		Gain		(Loss)			Value
Classified as:
Cash	$	19,292	$	—	$	—		$	19,292	$	10,818	$	—	$	—		$	10,818	$	11,353	$	—	$	—		$	11,353	$	13,385	$	—	$	—		$	13,385
Cash equivalents:
Money market fund	—		—		—			—		7,562		—		—			7,562		154		—		—			154		181		—		—			181

Total cash equivalents	—		—		—			—		7,562		—		—			7,562		154		—		—			154		181		—		—			181

Total cash and cash equivalents	19,292		—		—			19,292		18,380		—		—			18,380		11,507		—		—			11,507		13,566		—		—			13,566

Investments:
U.S. Treasury, agency securities	—		—		—			—		1,400		—		—			1,400
Asset-backed securities	—		—		—			—		3,820		—		(77		)	3,743
Commercial paper	—		—		—			—		3,300		—		(115		)	3,185
Corporate bonds	24,841		—		(743		)	24,098		19,051		260		(114		)	19,197		22,352		—		(1,392		)	20,960		22,348		—		(1,579		)	20,769
Total investments	24,841		—		(743		)	24,098		27,571		260		(306		)	27,525		22,352		—		(1,392		)	20,960		22,348		—		(1,579		)	20,769
Total cash, cash equivalents and investments	$	44,133	—		$	(743	)	$	43,390	$	45,951	$	260	$	(306	)	$	45,905	$	33,859	—		$	(1,392	)	$	32,467	$	35,914	$	—	$	(1,579	)	$	34,335
Contractual maturities on investments:
Due within 1 year	$							$	—	$	2,050						$	2,050	$	10,062						$	9,562	$	4,060						$	3,822
Due after 1 through 5 years	24,841							24,098		25,521							25,475		12,290							11,398		18,288							16,947
	$	24,841						$	24,098	$	27,571						$	27,525	$	22,352						$	20,960	$	22,348						$	20,769

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The investments include ~~$6.4 million and $6.7~~$3.0 million recorded as restricted deposits on the condensed consolidated balance sheets as of ~~June 30, 2008~~March 31, 2009 and December 31, ~~2007, respectively,~~2008. The $3.0 million restricted deposit was a drawdown of our line of credit facility, with an annual interest rate of 1.78% as ~~a result~~ of the outstanding principal amount on our industrial revenue bonds. Subsequently on July 1, 2008, we paid down the entire principal amount of $6.4 million plus accrued interest and accordingly the restricted deposits were released.March 31, 2009.

We manage our investments as a single portfolio of highly marketable securities that is intended to be available to meet our current cash requirements. We have no investments in auction rate securities. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2009 we had no gross realized gains or losses on sales of our available-for-sale securities. For the three months ended March 31, 2008 we had ~~$133,000 in gross realized losses and $326,000~~$459,000 in gross realized gains on sales of our available-for-sale ~~securities, respectively. For the three and six months ended June 30, 2007 we had $19,000 and $29,000 in gross realized losses on sales of our available-for-sale securities, respectively.~~securities.

The gross unrealized losses related to our portfolio of available-for-sale securities were primarily due to a decrease in the fair value of debt securities. We have determined that the gross unrealized losses on our available-for-sale securities as of ~~June 30, 2008~~March 31, 2009 are temporary in nature. We reviewed our investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is temporary include the magnitude of the decline in market value, the length of time the market value has been below cost (or adjusted cost), credit quality, and our ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value. The following table provides a breakdown of our available-for-sale securities with unrealized losses as of ~~June 30, 2008~~March 31, 2009 (in thousands):

	In Loss Position					In Loss Position				Total In
	< 12 months					> 12 months				Loss Position					In Loss Position < 12 months					In Loss Position > 12 months					Total In Loss Position
			Gross					Gross				Gross					Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		(Loss)			Value		(Loss)		Value		(Loss)			Value		(Loss)			Value		(Loss)			Value		(Loss)
Investments:
Corporate bonds	$	24,098	$	(743	)	$	—	$	—	$	24,098	$	743	)	$	11,398	$	(892	)	$	9,562	$	(500	)	$	20,960	$	(1,392	)
Total in loss position	$	24,098	$	(743	)	$	—	$	—	$	24,098	$	(743	)	$	11,398	$	(892	)	$	9,562	$	(500	)	$	20,960	$	(1,392	)

Investments in Privately-held Companies

We have made strategic investments in private companies located in China in order to gain access at a competitive cost to raw materials that are critical to our substrate business (see Note 9)10). ~~As of June 30, 2008 and December 31, 2007, our investments in privately-held companies had a carrying value of $5.4 million and $4.9 million, respectively.~~ The investment balances for the two companies accounted for under the equity method are included in “other assets” in the condensed consolidated balance ~~sheets.~~sheets and totaled $3.8 million and $3.7 million as of March 31, 2009 and December 31, 2008, respectively. We ~~own 25%~~have investments in two unconsolidated privately-held companies accounted for under the cost method. As of March 31, 2009 and December 31, 2008, our investments in the ~~ownership interests~~two unconsolidated privately-held companies accounted for under the cost method had a carrying value of $0.4 million and $0.4 million, respectively, and are included in ~~each of these companies.~~“other assets” in the condensed consolidated balance sheets.

Fair Value Measurements

On January 1, 2008, we adopted SFAS ~~No.~~ 157 “~~Fair Value Measurements~~~~” (“SFAS No. 157”)~~ which defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. SFAS ~~No.~~ 157 applies whenever other statements require or permit assets or liabilities to be measured at fair value. SFAS ~~No.~~ 157 is effective for fiscal years beginning after November 15, 2007, except for non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis, for which application has been deferred for one year.

The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis in accordance with SFAS ~~No.~~ 157 as of ~~June 30, 2008~~March 31, 2009 (in thousands):

	Balance as of June 30, 2008		Quoted Prices in Active Markets of Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Balance as of March 31, 2009		Quoted Prices in Active Markets of Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Assets:
Short-term investments:
Money market fund							$	154	$	154	$	—
Corporate bonds	$	24,098	$	—	$	24,098	20,960		—		20,960
Total	$	24,098	$	—	$	24,098	$	21,114	$	154	$	20,960

Liabilities	$	—	$	—	$	—	$	—	$	—	$	—

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Our financial assets and liabilities are valued using market prices on both active markets (Level 1) and less active markets (Level 2). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily-available pricing sources for comparable instruments. As of ~~June 30, 2008,~~March 31, 2009, we did not have any assets or liabilities without observable market values that would require a high level of judgment to determine fair value (Level 3 assets).

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Items Measured at Fair Value on a Nonrecurring Basis

Certain assets that are subject to nonrecurring fair value ~~measurement~~measurements are not included in the table above. These assets include equity and cost method investments in private companies. We did not record other-than-temporary impairment charges for either of these investments during the first ~~six~~three months of 2009 or 2008.

Note 4. Inventories, Net

The components of inventories are summarized below (in thousands):

	June 30,		December 31,		March 31,		December 31,
	2008		2007		2009		2008
Inventories, net:
Raw materials	$	18,605	$	11,154	$	18,391	$	17,863
Work in process	15,249		12,254		11,606		12,961
Finished goods	5,033		1,373		3,500		4,258
	$	38,887	$	24,781	$	33,497	$	35,082

Note 5. ~~Recovery (Impairment)~~Impairment on Assets Held For Sale

During the ~~first six~~three months ofended March 31, 2008, we completed the sale of our property in Fremont, ~~California~~California. The escrow established to pay the purchase price of the property closed on March 28, 2008. The final purchase price for the property was $5.3 ~~million in gross~~million. We received net proceeds ~~and~~of $5.1 million ~~in net proceeds~~ after deducting commissions and selling expenses. We recorded an impairment charge upon the sale of the property of $83,000.

~~During the first six months of 2007, we benefited from a recovery of~~ There was no impairment ~~on assets held~~charge for ~~sale in connection with our adjustment of the fair value of~~ the same property in Fremont, California, which has been decontaminated and was being prepared for sale. We recorded a $481,000 market value adjustment after we entered into an agreement with an independent third party purchaser in June 2007. However, the sale ultimately was not consummated.three month period ended March 31, 2009.

Note 6. Restructuring Charge

As of March 31, 2009, our restructuring accrual is as follows: (in thousands):

	Restructuring Accrual as of December 31, 2008		Additions		Payments			Restructuring Accrual as of March 31, 2009
Workforce reduction	$	—	$	507	$	(65	)	$	442
Total	$	—	$	507	$	(65	)	$	442

During the first quarter of 2009, we reduced the workforce at our Fremont and Beijing facilities by approximately 11 positions that are no longer required to support certain production and administrative operations. This measure was being taken as part of our 2009 operating plan. Accordingly, we recorded a restructuring charge of $507,000 in March 2009 related to the reduction in force for severance-related expenses from the reduction in force, all of which will be cash expenditures. We anticipate that the majority of cash outflow from this charge to be incurred in the second quarter of 2009 and we expect to save approximately $1.3 million annually in payroll and related expenses. We had no restructuring charge for the first quarter of 2008.

Note 7. Net Income (Loss) Per Share

Basic net income (loss) per common share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common and common equivalent shares include the dilutive effect of common stock equivalents outstanding during the period calculated using the treasury stock method. Common stock equivalents consist of the shares issuable upon the exercise of stock options.

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A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share calculations is as follows (in thousands, except per share data):

Three Months Ended

Six Months Ended

June 30,

June 30,

2008

2007

2008

2007

Numerator:

Net income

$
737

$
1,213

$
2,696

$
2,557

Less: Preferred stock dividends

(44
)
(44
)
(88
)
(88
)

Net income available to common stockholders

$
693

$
1,169

$
2,608

$
2,469

Denominator:

Denominator for basic net income per share - weighted average common shares

30,421

29,943

30,403

29,871

Effect of dilutive securities:

Common stock options

1,141

1,199

1,170

1,362

Denominator for dilutive net income per common share

31,562

31,142

31,573

31,233

Basic net income per share

$
0.02

$
0.04

$
0.09

$
0.08

Diluted net income per share

$
0.02

$
0.04

$
0.08

$
0.08

Options excluded from diluted net loss per share as the impact is anti-dilutive

130

372

130

362

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	Three Months Ended March 31,
	2009			2008
Numerator:
Net income (loss) attributable to AXT, Inc.	$	(5,516	)	$	1,959
Less: Preferred stock dividends	(44		)	(44		)

Net income (loss) available to common stockholders	$	(5,560	)	$	1,915
Denominator:
Denominator for basic net income (loss) per share - weighted average common shares	30,434			30,367
Effect of dilutive securities:
Common stock options	—			1,218
Denominator for dilutive net income (loss) per common share	30,434			31,585
Effect on net income (loss) attributable to AXT, Inc. per common share:
Basic	$	(0.18	)	$	0.06
Diluted	$	(0.18	)	$	0.06
Options excluded from diluted net income (loss) per share as the impact is anti-dilutive	2,753			511

Note 7.8. Comprehensive Income

The components of comprehensive income are as follows (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

2008

2007

2008

2007

Net income

$
737

$
1,213

$
2,696

$
2,557

Change in foreign currency translation gain

601

369

1,753

599

Change in unrealized gain (loss) on available-for-sale investments

(150
)
443

(697
)
472

Comprehensive income

$
1,188

$
2,025

$
3,752

$
3,628

	Three Months Ended March 31,
	2009			2008

Net income (loss)	$	(5,592	)	$	2,458
Other comprehensive income, net of tax:
Foreign currency translation gain, net of tax	2			952
Unrealized gain (loss) on available-for-sale investments, net of tax	187			(547		)
Total other comprehensive income, net of tax	189			405
Comprehensive income	(5,403		)	2,863
Comprehensive income attributable to the noncontrolling interest	1			200
Comprehensive income (loss) attributable to AXT, Inc.	$	(5,402	)	$	3,063

Note 8.9. Segment Information and Foreign Operations

Segment Information

We operate in one segment for the design, development, manufacture and distribution of high-performance compound semiconductor substrates and sale of materials. In accordance with SFAS No. 131, “Disclosures ~~About~~about Segments of an Enterprise and Related ~~Information”~~Information,” ~~(“SFAS No. 131”),~~ our chief operating decision-maker has been identified as the ~~Chief Executive Officer,~~principal executive officer, who reviews operating results to make decisions about allocating ~~our~~ resources and assessing ~~our performance. We manage~~performance for the Company on a consolidated basis with a review of revenue by product. We discuss revenue and capacity for both AXT and our China joint ventures collectively, when determining capacity constraints and need for raw materials in our business, and consider their capacity when determining our strategic and product marketing and advertising strategies. While we consolidate three of the joint ventures, we do not allocate resources to any of them, nor allocate any portion of overhead, interest and other income, interest expense or taxes to them. Accordingly, we have determined that our joint venture operations do not constitute an operating segment in accordance with SFAS No. 131.company. Since we operate in one segment, all financial segment and product line information ~~required by SFAS No. 131~~ can be found in the ~~condensed~~ consolidated financial statements.

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Product Information

	Three Months Ended				Six Months Ended				Three Months Ended March 31,
	June 30,				June 30,				2009		2008
	2008		2007		2008		2007
Product by type:
Revenue by product type:
GaAs substrates	$	13,142	$	9,296	$	26,862	$	18,088	$	5,012	$	13,720
InP substrates	500		660		978		1,178		490		478
Ge substrates	1,384		402		2,769		943		622		1,385
Raw materials and other	4,906		3,281		8,957		5,956		1,530		4,051
Consolidated	$	19,932	$	13,639	$	39,566	$	26,165	$	7,654	$	19,634

Geographical Information

The following table represents revenue amounts (in thousands) reported for products shipped to customers in the corresponding geographic region:

	Three Months Ended				Six Months Ended
	June 30,				June 30				Three Months Ended March 31,
	2008		2007		2008		2007		2009		2008
Net revenues:
North America*	$	5,437	$	2,756	$	10,436	$	6,098	$	1,736	$	4,999
Europe	3,966		2,606		6,783		4,671		2,213		2,817
Japan	4,595		3,012		8,735		5,398		1,152		4,140
Taiwan	2,061		2,228		4,868		4,040		689		2,807
Asia Pacific	3,873		3,037		8,744		5,958		1,864		4,871
Consolidated	$	19,932	$	13,639	$	39,566	$	26,165	$	7,654	$	19,634

*Primarily the United States

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Long-lived assets consist primarily of property, plant and equipment, and are attributed to the geographic location in which they are located. Long-lived assets by geographic region were as follows (in thousands):

	As of				As of
	June 30,		December 31,		March 31,		December 31,
	2008		2007		2009		2008
Long-lived assets:
North America	$	209	$	149	$	744	$	867
China	18,891		15,837		20,767		21,317
	$	19,100	$	15,986	$	21,511	$	22,184

Significant Customers

Beginning 2008, we have grouped sales to all IQE companies as sales to one customer. Two customers each represented ~~11.6% and 11.1%~~more than 10% of ~~revenues~~revenue for the three month period ended ~~June 30, 2008~~March 31, 2009 while ~~no customers~~only the IQE group represented more than 10% of ~~revenues~~revenue for the three month period ended ~~June 30, 2007. No customers represented more than 10% of revenues for the six month periods ended June 30, 2008 and 2007.~~March 31, 2008. Our top five customers represented ~~45.5%~~43.9% and ~~35.2%~~41.0% of revenue for the three month periods ended ~~June 30,~~March 31, 2009 and 2008, ~~and 2007, respectively. Our top five customers represented 34.6% and 33.6% of revenue for the six month periods ended June 30, 2008 and 2007,~~ respectively.

Note 9.10. Investments in Privately-held Companies

We have made strategic investments in private companies located in China in order to gain access to raw materials at a competitive cost ~~to raw materials~~ that are critical to our substrate business.

Our investments ~~in these privately-held companies~~ are summarized below (in thousands):

								Investment Balance as of
	Investment Balance as of							March 31,		December 31,		Accounting	Ownership
Company	June 30, 2008		December 31, 2007		Accounting Method	Ownership Percentage		2009		2008		Method	Percentage
Beijing Ji Ya Semiconductor Material Co., Ltd	$	996	$	996	Consolidated	46	%
Beijing JiYa Semiconductor Material Co., Ltd								$	996	$	996	Consolidated	46	%
Nanjing Jin Mei Gallium Co., Ltd	592		592		Consolidated	83	%	592		592		Consolidated	83	%
Beijing BoYu Semiconductor Vessel Craftwork Technology Co., Ltd	410		410		Consolidated	70	%	410		410		Consolidated	70	%
Xilingol Tongli Germanium Co., Ltd	2,494		2,138		Equity	25	%
Xilingol Tongli Germanium Co. Ltd								2,966		2,906		Equity	25	%
Emeishan Jia Mei High Purity Metals Co., Ltd	888		761		Equity	25	%	790		843		Equity	25	%

Our ownership of Beijing Ji Ya Semiconductor Material Co., Ltd. (JiYa) is 46%. We continue to consolidate JiYa as we have significant influence in management and have a majority control of the board. Our chief financial officer is chairman of the board, while our chief operating officer, and our president of joint venture operations are members of the board. Our former chief executive officer, formerly a member of this board of directors, resigned from this board on March 17, 2009.

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Our ownership of Nanjing Jin Mei Gallium Co., Ltd. (Jin Mei) is 83%. We continue to consolidate Jin Mei as we have significant influence in management and have a majority control of the board. Our chief operating officer is chairman of the board, while our president of joint venture operations is a member of the board. Our former chief executive officer, formerly a member of this board of directors, resigned from this board on March 17, 2009.

Our ownership of Beijing BoYu Semiconductor Vessel Craftwork Technology Co., Ltd (BoYu), is 70%. We continue to consolidate Bo Yu as we have a significant influence over management and have a majority control of the board. Our chief operating officer and our president of joint venture operations are members of the board. Our former chief executive officer has resigned as chairman of the board of BoYu effective March 17, 2009.

Although we have representation on the boards of directors of each of these companies, the daily operations of each of these companies are managed by local management and not by us. Decisions concerning their respective short term strategy and operations, any capacity expansion and annual capital expenditures, and decisions concerning sales of finished product, are made by local management without input from us.

The investment balances for the two companies accounted for under the equity method are included in ~~“other assets”~~other assets in the ~~condensed~~ consolidated balance ~~sheets.~~sheets and totaled $3.8 million and $3.7 million as of March 31, 2009 and December 31, 2008, respectively. We own 25% of the ownership interests in each of these companies. These two companies are not considered variable interest entities because:

·		·both companies have sustainable businesses of their own;

·		~~our voting power is proportionate to our ownership interests;~~

·		~~we only recognize our respective share of the losses and/or residual returns generated by the companies if they occur; and~~

·		we do not have a controlling financial interest in, do not maintain operational or management control of, do not control the board of directors of, and are not required to provide additional investment or financial support to, either company.

~~Undistributed retained earnings relating~~· our voting power is proportionate to our ~~investments were $10.1 million~~ownership interests;

· we only recognize our respective share of the losses and/or residual returns generated by the companies if they occur; and ~~$7.8 million as~~

· we do not have controlling financial interest in, do not maintain operational or management control of, ~~June 30, 2008~~do not control the board of directors of, and ~~December 31, 2007, respectively. Net income recorded from our investments was $1.2 million and $955,000 for~~are not required to provide additional investment or financial support to either company.

During the three months ended ~~June 30, 2008 and 2007, respectively. Net~~March 31, 2009 the three consolidated joint ventures lost $0.3 million of income ~~recorded from~~of which $0.1 million was allocated to minority interests, resulting in a loss of $0.2 million included in our ~~investments was $2.2 million and $1.6 million for~~net loss. During the ~~six~~three months ended ~~June 30,~~March 31, 2008 ~~and 2007, respectively.~~

~~The minority interest for~~ the three ~~majority-owned~~consolidated joint ventures ~~that are consolidated is~~generated $1.3 million of income of which $0.5 million was allocated to minority interests, resulting in $0.8 million included ~~within “Other long-term liabilities”~~ in ~~the condensed consolidated balance sheets and separately disclosed under “Minority interests” on the condensed consolidated statements of operations. The~~our net income. Our equity earnings from the ~~two minority-owned~~two-minority owned joint ventures that are not consolidated are recorded as ~~“Other~~other income ~~(expense)~~(loss), ~~net” on~~net and totaled $7,000 and $0.2 million for the ~~condensed consolidated statements~~three months ended March 31, 2009 and 2008, respectively. Undistributed retained earnings relating to all our investments in these companies were $11.0 million, and $11.1 million, respectively as of ~~operations.~~March 31, 2009 and December 31, 2008, respectively.

Our two minority-owned joint ventures that are not consolidated had the following summarized income information (in thousands) for the three months ended March 31, 2009 and 2008, respectively.

	Three Months Ended March 31,
	2009		2008

Net Sales	$	2,104	$	3,006
Gross profit	687		1,476
Operating income	73		1,004
Net income	29		936

We ~~also~~ have investments in two unconsolidated privately-held companies ~~which are~~accounted for under the cost method. As of March 31, 2009 and December 31, 2008, our investments in the two unconsolidated privately-held companies accounted for under the cost method ~~as we do not have the ability to exercise significant influence over their operations. As~~had a carrying value of ~~June 30, 2008~~$0.4 million and ~~December 31, 2007, these investments totaled approximately~~ $0.4 million, respectively, and are included in ~~“Other~~“other assets” onin the condensed consolidated balance sheets.

~~Table of Contents~~

Note ~~10.~~11. Commitments and Contingencies

Indemnification Agreements

We enter into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, generally their business partners or customers, in connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification agreements is generally perpetual anytime after the execution of the agreement. The maximum potential amount of future payments we could be required to make under these agreements is unlimited. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal.

We have entered into indemnification agreements with our directors and officers that may require us to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of a culpable nature; to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified; and to obtain directors’ and officers’ insurance if available on reasonable terms, which we currently have in place.

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Product Warranty

We warrant our products for a specific period of time, generally twelve months, against material defects. We provide for the estimated future costs of warranty obligations in cost of sales when the related revenue is recognized. The accrued warranty costs represent the best estimate at the time of sale of the total costs that we expect to incur to repair or replace product parts that fail while still under warranty. The amount of accrued estimated warranty costs are primarily based on historical experience as to product failures as well as current information on repair costs. On a quarterly basis, we review the accrued balances and update these based on the historical warranty cost trends. The following table reflects the change in our warranty accrual which is included in “accrued liabilities” on the condensed consolidated balance sheets, during the three ~~and six~~ months ended ~~June 30,~~March 31, 2009 and 2008 ~~and 2007~~ (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2008			2007			2008			2007			2009			2008

Beginning accrued warranty and related costs	$	996		$	783		$	1,030		$	459		$	1,640		$	1030
Charged to cost of revenue	379			244			408			696
Charged (credited) to cost of revenue													76			29
Actual warranty expenditures	(66		)	(78		)	(129		)	(206		)	(253		)	(63		)
Ending accrued warranty and related costs	$	1,309		$	949		$	1,309		$	949		$	1,463		$	996

Purchase Obligations

Through the normal course of business, we purchase or place orders for the necessary materials of our products from various suppliers and we commit to purchase products where we may incur a penalty if the agreement was canceled. Our purchase agreement to purchase eighteen thousand kilograms of gallium from Recapture Metals expired on December 31, 2008. As of March 31, 2009, we do not have any material purchase obligations.

Note ~~11.~~12. Foreign Exchange Transaction Gains/Losses

We incurred foreign currency transaction exchange losses of ~~$593,000~~$437,000 and ~~$246,000~~foreign exchange gains of $189,000 for the three month periods ended ~~June 30,~~March 31, 2009, and 2008, ~~and 2007, respectively. We incurred foreign currency transaction exchange losses due to operations in general of $404,000 and $290,000 for the six month periods ended June 30, 2008, and 2007,~~ respectively. These amounts are included in “Other income (expense), net” on the condensed consolidated statements of operations.

Note ~~12.~~13. Income Taxes

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN48”), “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109)” (“SFAS 109”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. We adopted FIN 48 effective January 1, 2007. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of ~~June 30, 2008,~~March 31, 2009, we do not have any gross unrecognized tax benefits, nor any accrued interest and penalties related to uncertain tax positions. As a result of the implementation of FIN 48, we identified $16.4 million in the liability for unrecognized tax benefits. ~~This~~Of this amount, none was accounted for as a reduction to the January 1, 2007 balance of retained earnings. The amount decreased the tax loss carryforwards in the U.S. which are fully offset by a valuation allowance. We file income tax returns in the U.S. federal, various states and foreign jurisdictions. We have substantially concluded all U.S. federal and state income tax matters through December 31, 2007.

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Note ~~13.~~14. Recent Accounting Pronouncements

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statements on a recurring basis (at least annually). The delay is intended to allow the Board and constituents additional time to consider the effect of various implementation issues that have arisen, or that may arise, from the application of SFAS 157. On February 14, 2008, the FASB issued FSP FAS 157-1 to exclude SFAS 13, Accounting for Leases, and its related interpretive accounting pronouncements from the scope of SFAS 157. We adopted this statement for financial assets and financial liabilities and nonfinancial assets and nonfinancial liabilities disclosed or recognized at fair value on a recurring basis (at least annually) as of January 1, 2008. ~~Based~~We adopted the statement for nonfinancial assets and nonfinancial liabilities on ~~our current operations, we do not expect that the~~January 1, 2009. The adoption of ~~SFAS 161 will~~this statement in each period did not have a material impact on our consolidated financial ~~position or results of operations.~~statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”, (“SFAS 141R”). SFAS 141R establishes the principles and requirements for how an acquirer in a business combination (1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) ~~is effective~~will be applicable beginning with ~~the Company’s~~our fiscal 2009. ~~The~~We adopted this statement January 1, 2009. There was no impact ~~of the~~upon adoption of ~~SFAS 141(R)~~ on ~~the Company’s results of operations~~our consolidated financial statements and ~~financial position~~its effects on future periods will depend on the nature and extent of business combinations that ~~the Company completes,~~we complete, if any, in or after fiscal 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“(“SFAS 160”). SFAS 160 requires that minority interest be separately reported in the consolidated entity’s equity section and that no gain or loss shall be reported when transactions occur between the controlling interest and the non-controlling interests. Furthermore, the acquisition of non-controlling interest by the controlling interest is not treated as a business combination. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We ~~have not yet evaluated the impact that the adoption~~adopted this statement on January 1, 2009. The presentation and disclosures required of SFAS 160, ~~will~~which must be applied retrospectively for all periods presented, have onresulted in reclassifications to our prior period consolidated financial ~~position, results of operations or cash flows.~~statements.

In ~~February 2007,~~March 2008, the FASB issued SFAS No. ~~159,~~161, “~~The Fair Value Option for Financial Assets~~Disclosures about Derivative Instruments and ~~Financial Liabilities—Including an amendment of FASB Statement No. 115~~Hedging Activities” (“SFAS ~~159”~~161”). SFAS ~~159 expands the use of fair value accounting~~161 requires companies with derivative instruments to ~~many financial~~disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and ~~certain other items. The fair value option is irrevocable~~related hedged items affect a company’s financial position, financial performance and ~~generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value.~~cash flows. SFAS ~~159~~161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, ~~2007.~~2008. We ~~do not~~ have ~~any instruments eligible for election of the fair value option. Therefore, the adoption of SFAS 159 in the first quarter of fiscal 2008 did not~~determined that there is no impact from adopting this statement on our consolidated financial ~~position, results of operations or cash flows.~~statements.

In ~~September 2006,~~June 2008, the FASB issued ~~SFAS No. 157, “~~~~Fair Value Measurements~~”FASB Staff Position (“~~SFAS 157”~~FSP”) Emerging Issues Task Force (EITF) 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (FSP EITF 03-6-1). ~~SFAS 157 defines fair value, establishes a framework~~FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and ~~gives guidance regarding~~shall be included in the ~~methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS 157~~computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after ~~November~~December 15, ~~2007,~~2008 and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of ~~those fiscal years.~~ earnings and selected financial data) to conform with the provisions in FSP EITF 03-6-1. Early application of FSP EITF 03-6-1 is prohibited. We have determined that there is no impact from adopting this statement on our consolidated financial statements.

In ~~February 2008,~~April 2009, the FASB ~~released a FASB Staff Position (FSP~~issued FSP FAS ~~157-2—~~ 141(R)-1, “~~Effective Date of FASB Statement No. 157~~ ~~) which delays the effective date of SFAS 157~~Accounting for ~~all nonfinancial assets~~Assets Acquired and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008. These non-financial items include assets and liabilities such as reporting units measured at fair valueLiabilities Assumed in a ~~goodwill impairment test and non-financial~~Business Combination That Arise from Contingencies.” This FSP requires that assets acquired and liabilities assumed in a business ~~combination.~~combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, “Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss”. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The ~~partial~~requirements of this FSP carry forward without significant revision the guidance on contingencies of SFAS No. 141, “Business Combinations”, which was superseded by SFAS No. 141(R). The FSP also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by SFAS No. 5. SFAS 141(R), as modified by FSP 141(R)-1, is required to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of SFAS ~~157~~141(R), as modified by FSP 141(R)-1, as of January 1, ~~2008~~2009 had no impact on our consolidated financial statements and its effects on future periods will depend on the nature and extent of business combinations that we complete, if any, in or after fiscal 2009.

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In April 2009, the FASB issued the three new accounting standards which are required to be adopted no later than periods ending after June 15, 2009. We are currently evaluating the impact of the following:

i.) FASB Staff Position FAS 157-4, “Determining Whether a Market Is Not Active and a Transaction Is Not Distressed” (“FSP FAS 157-4”) provides guidelines for ~~financial~~making fair value measurements more consistent with the principles presented in SFAS 157. FSP FAS 157-4 provides additional authoritative guidance in determining whether a market is active or inactive, and whether a transaction is distressed, is applicable to all assets and liabilities ~~did not have a material impact on our condensed consolidated~~(i.e. financial ~~position, results~~and nonfinancial) and will require enhanced disclosures.

ii.) FASB Staff Position FAS 115-2 and FAS 124-2, “Recognition and Presentation of ~~operations or cash flows. See Note 3~~Other-Than-Temporary Impairments” provides additional guidance to provide greater clarity about the credit and noncredit component of an other-than-temporary impairment event and to improve presentation and disclosure of other than temporary impairments in the financial statements.

iii.) FASB Staff Position FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” amends FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all interim financial statements.

In various areas, including revenue recognition, stock option accounting, accounting standards and practices continue to evolve. Additionally, the SEC and the FASB’s Emerging Issues Task Force continue to address revenues, stock option accounting related accounting issues. We believe that we are in compliance with all of the ~~Notes~~rules and related guidance as they currently exist. However, any changes to ~~Condensed Consolidated Financial Statements.~~accounting principles generally accepted in the United States of America in these areas could impact the future accounting of our operations.

Note ~~14.~~15. Subsequent ~~Events~~Event

On ~~July 1, 2008,~~April 17, 2009, we ~~exercised~~entered into a Separation Agreement and General Release of Claims (the “Agreement”) with Philip C.S. Yin, our ~~right~~former Chief Executive Officer and Chairman of the Board, who resigned as Chairman and Chief Executive Officer and as a member of the Board of Directors effective March 17, 2009.

Pursuant to ~~redeem the taxable variable rate revenue bond and repaid all outstanding indebtedness and accrued interest under~~ the terms of the ~~revenue bond~~Agreement, we will provide to Dr. Yin certain separation benefits as a result of ~~approximately $6.4 million. Accordingly,~~the termination of his employment, subject to Dr. Yin’s execution of and compliance with a general release of claims. Under the Agreement, we will pay to Dr. Yin a lump sum payment in the amount of $340,000, representing 12 months of his base salary, less applicable withholding and less the sum of $11,812.20 representing amounts due to the Company by Dr. Yin. In the event that Dr. Yin timely elects to obtain continued group health insurance coverage under COBRA following his termination of employment, we will pay the full premiums for such coverage through the earlier of (i) March 31, 2010, or (ii) the date on which Dr. Yin first becomes eligible to obtain other comparable group health insurance coverage. Under the Agreement, all outstanding but unvested options to purchase our common stock held by Dr. Yin vested in full immediately prior to the date of ~~our remaining obligations under~~termination of employment. In addition, the ~~revenue bond have terminated and~~period of exercisability of any vested stock options held by Dr. Yin has been extended to September 30, 2011 or expiration of the ~~restricted deposits on the condensed consolidated balance sheets as of June 30, 2008 have been released.~~individual option grant, whichever occurs first.

~~On July 2, 2008, we entered into~~In consideration for these benefits, Dr. Yin has granted to us a new lease agreement with T. Drive Partners, L.P., a California partnership, for the approximately 27,760 square foot facility located at 4281 Technology Drive, Fremont California. The new lease commences on December 1, 2008release of claims. Dr. Yin has also agreed, that for a ~~term~~period of ~~seven years. We have~~one year following the ~~option to cancel the lease at any time after December 1, 2013, upon forfeiture~~date of the ~~security deposit and payment of one-half of the fifth year’s rent. The base rent for the new lease shall be $0.72 per square foot per month triple net,~~Agreement, he will not, directly or indirectly, solicit employees to terminate their employment with ~~annual rental increases of 4.5% per annum, payment of $50,000 security deposit, and tenant improvements of $575,000 to be amortized over seven years at 4% per annum.~~us.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This quarterly report on Form 10-Q, including the following sections, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, particularly statements relating to our expectations regarding results of operations, customer demand, improvements in our product quality, our ability to expand our markets and increase sales, customer qualifications of our products, gross margins, favorable pricing, reliable supply and enhanced sourcing lead-times of raw materials, and our reserve balances. These forward-looking statements are based upon management’s current views with respect to future events and financial performance, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated in such forward-looking statements. Such risks and uncertainties include those set forth under the section entitled “Risk Factors” below, which identify important factors that could cause actual results to differ materially from those predicted in any such forward-looking statements. We caution investors that actual results may differ materially from those projected in the forward-looking statements as a result of certain risk factors identified in this Form 10-Q and other filings we have made with the Securities and Exchange Commission. Forward-looking statements may be identified by the use of terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” and similar expressions. Statements concerning our future or expected financial results and condition, business strategy and plans or objectives for future operations are forward-looking statements.

These forward-looking statements are not guarantees of future performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2007~~2008 and the condensed consolidated financial statements included elsewhere in this report.

Overview

We are a leading worldwide developer and producer of high-performance compound and single element semiconductor substrates comprising gallium arsenide (GaAs), indium phosphide (InP) and germanium (Ge). We currently sell the following substrate products in the sizes and for the applications indicated:

Product
Substrates	Diameter	Applications
GaAs (semi-insulating)	2” to, 3”, 4”, 5”, 6”	· Power amplifiers and radio frequency integrated circuits for wireless handsets (cell phones)
		· Direct broadcast television
		· High-performance transistors
		· Satellite communications

GaAs (semi-conducting)	2”, 3”, 4”	· High brightness ~~LEDs~~light emitting diodes
		· Lasers
		· Optical couplers

InP	2”, 3”, 4”	· Broadband and fiber optic communications

Ge	2”, 4”	· Satellite and terrestrial solar cells
		· Optical applications

We manufacture ~~compound~~all of our semiconductor substrates using our proprietary vertical gradient freeze ~~or VGF,~~(VGF) technology. ~~Our in-house VGF technology enables us to add capacity quickly and cost efficiently.~~Most of our revenue is from sales of GaAs substrates. We manufacture all of our products in the People’s Republic of China (PRC or China), which generally has ~~lower~~favorable costs for facilities and labor ~~and materials.~~

compared to comparable facilities in the United States or Europe. We also have three majority-owned and two minority-owned joint ventures in China which provide us favorable pricing, reliable supply and enhanced sourcing lead-times for key raw materials which are central to our final manufactured products. These joint ventures produce products including 99.99% pure gallium (4N Ga), high purity gallium, arsenic, germanium, germanium dioxide, paralytic boron nitride (pBN) crucibles and boron oxide. AXT’s ownership interest in these entities ranges from 25% to 83%. We consolidate the three ventures in which we own a majority or controlling financial interest and employ equity accounting for the two joint ventures in which we have a 25% interest. We purchase portions of the materials produced by these ventures for our own use and the joint ventures sell the remainder of their production to third parties. We use our direct sales force in the United States and independent sales representatives in Europe and Asia to market our substrates. We believe that, as the demand for compound semiconductor substrates is expected to

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~~Revenue increased $13.4 million, or 51.2%,~~increase, we are positioned to ~~$39.6 million for~~leverage our PRC-based manufacturing capabilities and access to favorably priced raw materials to increase our market share. However, the ~~six months ended June 30,~~economic downturn in 2008 ~~from $26.2 million for~~coupled with inventory overhang in the ~~same period of 2007 primarily due~~industry put pressure on our financial performance and will continue to ~~higher customer demands for six-inch diameter wafers,~~have an impact on our results in 2009.

While the volatile business and ~~an increase~~financial markets are prompting us to continue to take a conservative approach to our business, we remain optimistic about our business. Positive industry trends, coupled with our competitive manufacturing and cost advantages give us confidence in ~~germanium substrates and raw material sales.~~our ability to continue to drive future businesses in 2009. On March 28, 2008, we completed the sale of our Fremont, California facility and received net proceeds of

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approximately $5.1 million after deducting commissions and selling expenses. ~~As of June 30, 2008, we had available cash, cash equivalents and short-term investments of $37.0 million, excluding restricted deposits. Subsequently on~~On July 1, 2008, we exercised our right to redeem the taxable variable rate revenue bond and repaid all outstanding indebtedness and accrued ~~interests~~interest under the terms of the revenue bond of approximately $6.4 million. Accordingly, all of our remaining obligations under the revenue bond have terminated and the related restricted deposits ~~on the condensed consolidated balance sheets as of June 30, 2008~~ have been released. In September 2008, we obtained an express line of credit from our bank and drew down $3.0 million and classified the same amount as restricted deposits as of March 31, 2009. The proceeds from the express line of credit were used in operations. The $3.0 million restricted cash carries an annual interest rate of 1.78% as of March 31, 2009. Also as of March 31, 2009, we had available cash, cash equivalents and short-term investments of $29.5 million, excluding restricted deposits.

Dr. Philip C.S. Yin, our former Chairman and Chief Executive Officer, resigned as an executive officer and as a member of the Board of Directors, effective March 17, 2009. The Board of Directors has invested Wilson W. Cheung, our Chief Financial Officer, with the responsibility of administering day-to-day operations. Mr. Cheung is currently performing the functions of principal executive officer in addition to his function as Chief Financial Officer during this transition period, and pending the appointment of an interim chief executive officer to serve until a successor Chief Executive Officer is named. In addition, Mr. Jesse Chen, a director since 1998 and our Lead Independent Director, has been named non-executive Chairman of the Board of Directors. The Board of Directors has commenced a search for a replacement chief executive officer.

Critical Accounting Policies and Estimates

We have prepared our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. As such, we have had to make estimates, assumptions and judgments that affect the amounts reported on our financial statements. These estimates, assumptions and judgments about future events and their effects on our results cannot be determined with certainty, and are made based upon our historical experience and on other assumptions that are believed to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. The discussion and analysis of our results of operations and financial condition are based upon these condensed consolidated financial statements.

We have identified the policies below as critical to our business operations and understanding of our financial condition and results of operations.

A critical accounting policy is one that is both material to the presentation of our financial statements and requires us to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. They may require us to make assumptions about matters that are highly uncertain at the time of the estimate, and different estimates that we could have used, or changes in the estimate that are reasonably likely to occur, may have a material impact on our financial condition or results of operations.

We believe that the following are our critical accounting policies:

Revenue Recognition

We manufacture and sell high-performance compound semiconductor substrates and sell certain raw materials including gallium, germanium dioxide, and pBN crucibles. 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 a purchase order placed by our customers, and our terms and conditions of sale do not require customer acceptance. We recognize revenue upon shipment and transfer of title of products to our customers, which is either upon shipment from our dock, receipt at the customer’s dock, or removal from consignment inventory at the customer’s location, provided that we have received a signed purchase order, the price is fixed or determinable, title and risk of ownership have transferred, collection of resulting receivables is probable, and product returns are reasonably estimable. We do not provide training, installation or commissioning services. Additionally, we ~~do not~~may provide discounts or other incentives to ~~customers.~~customers in order to secure business.

We provide for future returns based on historical experience, current economic trends and changes in customer demand at the time revenue is recognized.

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Allowance for Doubtful Accounts

We periodically review the likelihood of collection on our accounts receivable balances and provide an allowance for doubtful accounts receivable primarily based upon the age of these accounts. We provide a 100% allowance for receivables from U.S. customers in excess of 90 days and for receivables from customers located outside the U.S. in excess of 120 days. We assess the probability of collection based on a number of factors, including the length of time a receivable balance has been outstanding, our past history with the customer and their creditworthiness.

As of ~~June 30, 2008~~March 31, 2009 and December 31, ~~2007,~~2008, our accounts receivable, net, balance was ~~$13.6~~$8.4 million and ~~$12.1~~$11.5 million, respectively, which was net of an allowance for doubtful accounts of ~~$126,000~~$236,000 and ~~$379,000,~~$663,000, respectively. If actual uncollectible accounts differ substantially from our estimates, revisions to the estimated allowance for doubtful accounts would be required, which could have a material impact on our financial results for the period.

Warranty Reserve

We maintain a warranty reserve based upon our claims experience during the prior twelve months. Warranty costs are accrued at the time revenue is recognized. As of ~~June 30, 2008~~March 31, 2009 and December 31, ~~2007,~~2008, accrued product warranties totaled ~~$1.3~~$1.5 million and ~~$1.0~~$1.6 million, respectively. If actual warranty costs differ substantially from our estimates, revisions to the estimated warranty liability would be required, which could have a material impact on our financial condition and results of operations.

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Inventory Valuation

Inventories are stated at the lower of cost or market. Cost is determined using the weighted average cost method. Our inventory consists of raw materials as well as finished goods and work-in-process that include material, labor and manufacturing overhead costs. Given the nature of our substrate products, and the materials used in the manufacturing process, the wafers and ingots comprising work-in-process may be held in inventory for up to two years and three years, respectively, as the risk of obsolescence for these materials is low. We routinely evaluate the levels of our inventory in light of current market conditions in order to identify excess and obsolete inventory, and we provide a valuation allowance for certain inventories based upon the age and quality of the product and the projections for sale of the completed products. As of ~~June 30, 2008~~each of March 31, 2009 and December 31, ~~2007,~~2008, we had an inventory reserve of ~~$12.8 million and $13.6~~$12.0 million for excess and obsolete ~~inventory, respectively.~~inventory. The majority of this inventory has not been scrapped, and accordingly, may be sold in future periods. If actual demand for our products were to be substantially lower than estimated, additional inventory adjustments for excess or obsolete inventory might be required, which could have a material impact on our business, financial condition and results of operations.

Impairment of Investments

We classify our investments in debt and equity securities as available-for-sale securities as prescribed by ~~SFAS~~Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity ~~Securities”.~~ Securities.”All available-for-sale securities with a quoted market value below cost (or adjusted cost) are reviewed in order to determine whether the decline is other-than-temporary. Factors considered in determining whether a loss is temporary include the magnitude of the decline in market value, the length of time the market value has been below cost (or adjusted cost), credit quality, and our ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value.

~~We invest~~In addition to our five joint ventures, we have in the past invested in equity instruments of privately-held companies for business and strategic purposes. These investments are classified as other assets and are accounted for ~~either~~ under the cost ~~method or under the equity~~ method as we do not have the ability to exercise significant influence over their operations. We monitor our investments for impairment and ~~would~~ record reductions in carrying value when events or changes in circumstances indicate that the carrying value may not be recoverable. Determination of impairment is highly subjective and is based on a number of factors, including an assessment of the strength of ~~the~~ investee’s management, the length of time and extent to which the fair value has been less than our cost basis, the financial condition and near-term prospects of the investee, fundamental changes to the business prospects of the investee, share prices of subsequent offerings, and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in our carrying value.

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Fair Value of Investments

In the current market environment, the assessment of the fair value of debt instruments can be difficult and subjective. The volume of trading activity of certain debt instruments has declined, and the rapid changes occurring in today’s financial markets can lead to changes in the fair value of financial instruments in relatively short periods of time. SFAS No. 157 establishes three levels of inputs that may be used to measure fair value.

Level 1 instruments represent quoted prices in active markets. Therefore, determining fair value for Level 1 instruments does not require significant management judgment, and the estimation is not difficult. Level 2 instruments include observable inputs other than Level 1 prices, such as quoted prices for identical instruments in markets with insufficient volume or infrequent transactions (less active markets), issuer credit ratings, non-binding market consensus prices that can be corroborated with observable market data, model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities, or quoted prices for similar assets or liabilities. These Level 2 instruments require more management judgment and subjectivity compared to Level 1 instruments, including:

· Determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating, and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced.

· Determining whether a market is considered active requires management judgment. Our assessment of an active market for our marketable debt instruments generally takes into consideration activity during each week of the one-month period prior to the valuation date of each individual instrument, including the number of days each individual instrument trades and the average weekly trading volume in relation to the total outstanding amount of the issued instrument.

· Determining which model-derived valuations to use in determining fair value requires management judgment. When observable market prices for identical securities or similar securities are not available, we price our marketable debt instruments using non-binding market consensus prices that are corroborated with observable market data or pricing models, such as discounted cash flow models, with all significant inputs derived from or corroborated with observable market data.

Level 3 instruments include unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. As of March 31, 2009, we did not have any assets or liabilities without observable market values that would require a high level of judgment to determine fair value (Level 3 assets).

Impairment of Long-Lived Assets

We evaluate the recoverability of property, equipment and intangible assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” When events and circumstances indicate that long-lived assets may be impaired, we compare the carrying value of the long-lived assets to the projection of future undiscounted cash flows attributable to these assets. In the event that the carrying value exceeds the future undiscounted cash flows, we record an impairment charge against income equal to the excess of the carrying value over the assets’ fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets held for sale are carried at the lower of carrying value or estimated net realizable value.

Employee Stock Options

We grant options to substantially all management employees and believe that this program helps us to attract, motivate and retain high quality employees, to the ultimate benefit of our stockholders. Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), using the modified prospective application transition method. Under this transition method, stock-based compensation cost was recognized in the condensed consolidated financial statements for all share-based payments after January 1, 2006. Compensation cost recognized includes the estimated expense for the portion of the vesting period after January 1, 2006 for share-based payments prior to, but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, “Accounting for Stock-Based Compensation.” We recognize these compensation costs net of an estimated forfeiture rate over the requisite service period of the award, which is generally the vesting term of four years for stock options. Results for prior periods have not been restated, as provided for under the modified prospective application transition method.

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Income Taxes

We account for income taxes in accordance with SFAS No. 109 (“SFAS 109”), “Accounting for Income Taxes,” ~~(“SFAS 109”)~~ which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. SFAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized.

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We provide for income taxes based upon the geographic composition of worldwide earnings and tax regulations governing each region, particularly China. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws, particularly in foreign countries such as China.

Effective January 1, 2007, we adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.” See Note ~~12 — “Income~~13—“Income Taxes” in the condensed ~~consolidated~~ financial statements for additional information.

Results of Operations

Revenue

	Three Months Ended
	June 30,				Increase					Three Months Ended March 31,				Increase
	2008		2007		(Decrease)			% Change		2009		2008		(Decrease)			% Change
	($ in thousands)											($ in thousands)
GaAs	$	13,142	$	9,296	$	3,846		41.4	%	$	5,012	$	13,720	$	(8,708	)	(63.5	)%
InP	500		660		(160		)	(24.2	)%	490		478		12			2.5	%
Ge	1,384		402		982			244.3	%	622		1,385		(763		)	(55.1	)%
Raw materials	4,906		3,281		1,625			49.5	%	1,530		4,051		(2,521		)	(62.2	)%
Total revenue	$	19,932	$	13,639	$	6,293		46.1	%	$	7,654	$	19,634	$	(11,980	)	(61.0	)%

Revenue ~~increased $6.3~~decreased $12.0 million, or ~~46.1%~~61.0%, to ~~$19.9~~$7.7 million for the three months ended ~~June 30, 2008~~March 31, 2009 from ~~$13.6~~$19.6 million for the three months ended ~~June 30, 2007.~~March 31, 2008. Total GaAs substrate revenue ~~increased $3.8~~decreased $8.7 million, or ~~41.4%~~63.5%, to ~~$13.1~~$5.0 million for the three months ended ~~June 30, 2008~~March 31, 2009 from ~~$9.3~~$13.7 million for the three months ended ~~June 30, 2007.~~March 31, 2008. The decline in revenue was primarily due to the weaker demand environment and inventory overhang, affecting sales of all diameters. We are also continuing our efforts to resolve specific product specification issues with a few select customers from the prior quarter.

Sales of 5 inch and 6 inch diameter GaAs substrates were ~~$6.1~~$1.2 million for the three months ended ~~June 30, 2008~~March 31, 2009 compared to ~~$3.9~~$6.9 million for the three months ended ~~June 30, 2007. The~~March 31, 2008. Despite our renewed supply agreement with IQE plc for 2009, the demand from their end customers also dropped due to the worldwide economic slowdown causing IQE as well as our other customers to temporarily utilize their excess inventory. However, under our agreement with IQE, they have agreed to purchase from us a minimum of approximately $14.3 million of GaAs substrates through March 2010 and accordingly we expect demand from IQE group will increase in ~~larger diameter semi-insulating substrates came from~~ the ~~growth in demand for both cellular and WLAN (Wide Local Area Network) markets. Our growth came particularly from production orders pursuant to a supply agreement we signed in the fourth quarter~~latter half of ~~2007 with IQE plc.~~2009.

Sales of 2 inch, 3 inch and 4 inch diameter GaAs substrates were ~~$7.1~~$3.7 million for the three months ended ~~June 30, 2008~~March 31, 2009 compared with ~~$5.3~~$6.9 million for the three months ended ~~June 30, 2007. The increase~~March 31, 2008. Similar to the larger diameter substrate customers, the decrease in revenue from smaller diameter substrates was due to the ~~continued market growth generally of~~drop in demand from our LED ~~laser diodes and commercial epitaxy.~~semi-conducting customers while they continue to utilize their excess inventory.

InP substrate revenue ~~decreased $160,000,~~increased $12,000, or ~~24.2%~~2.5%, to ~~$500,000~~$490,000 for the three months ended ~~June 30, 2008~~March 31, 2009 from ~~$660,000~~$478,000 for the three months ended June 30, 2007. In the three months ended June 30, 2007 we had a one-time sale of $251,000 indium scrap metal. Excluding the impact of the one-time sale, InP substrate revenue increased by $91,000 for the three months ended June 30,March 31, 2008 ~~compared to the three months ended June 30, 2007 due to a slight increase in~~as demand from customers in the optical networking ~~industry.~~industry has remained steady.

Ge substrate revenue ~~increased $982,000,~~decreased $763,000, or ~~244.3%~~55.1%, to $622,000 for the three months ended March 31, 2009 from $1.4 million for the three months ended ~~June 30, 2008~~March 31, 2008. While we received qualification from ~~$402,000 for the three months ended June 30, 2007. The increase in Ge substrate revenue was due to an increase in sales to customers~~a new European customer in the ~~People’s Republic~~first quarter of ~~China and an increase in sales to a major customer in Europe who has now qualified our product, as~~2009, overall demand for concentrated photovoltaic applications ~~increases.~~from our Ge customers has dropped since mid 2008 as a result of the worldwide economic slowdown.

Raw materials revenue ~~increased $1.6~~decreased $2.5 million, or ~~49.5%~~62.2%, to ~~$4.9~~$1.5 million for the three months ended ~~June 30, 2008~~March 31, 2009 from ~~$3.3~~$4.1 million for the three months ended ~~June 30, 2007.~~March 31, 2008. The ~~increase~~decrease in raw materials revenue was primarily due to ~~a combination~~the worldwide drop in demand for 4N gallium. In particular, our China joint venture Jiya has experienced the impact of ~~increased sales~~the slowdown causing their customers to ~~customers as demand increased and higher raw materials prices. We do not expect demand to continue at this pace for the remainder of 2008.~~postpone or cancel orders while utilizing excess inventory.

1821

Table of Contents

Six Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

GaAs

$
26,862

$
18,088

$
8,774

48.5
%
InP

978

1,178

(200
)
(17.0
)%
Ge

2,769

943

1,826

193.6
%
Raw materials

8,947

5,911

3,036

51.4
%
Other

10

45

(35
)
(77.8
)%
Total revenue

$
39,566

$
26,165

$
13,401

51.2
%

Revenue increased $13.4 million, or 51.2%, to $39.6 million for the six months ended June 30, 2008 from $26.2 million for the six months ended June 30, 2007. Total GaAs substrate revenue increased $8.8 million, or 48.5%, to $26.9 million for the six months ended June 30, 2008 from $18.1 million for the six months ended June 30, 2007.

Sales of 5 inch and 6 inch diameter GaAs substrates were $12.9 million for the six months ended June 30, 2008 compared to $8.0 million for the six months ended June 30, 2007. The increase in larger diameter semi-insulating substrates came from the growth in demand for both cellular and WLAN (Wide Local Area Network) markets. Our growth came particularly from production orders pursuant to a supply agreement we signed in the fourth quarter of 2007 with IQE plc.

Sales of 2 inch, 3 inch and 4 inch diameter GaAs substrates were $13.9 million for the six months ended June 30, 2008 compared with $10.1 million for the six months ended June 30, 2007. The increase in revenue from smaller diameter substrates was due to the continued market growth generally of LED laser diodes and commercial epitaxy.

InP substrate revenue decreased $200,000, or 17.0%, to $978,000 for the six months ended June 30, 2008 from $1.2 million for the six months ended June 30, 2007. In the three months ended June 30, 2007 we had a one-time sale of $251,000 indium scrap metal. Excluding the impact of the one-time sale, InP substrate revenue increased $51,000 for the six months ended June 30, 2008 compared to the six months ended June 30, 2007due to a slight increase in demand from customers in the optical networking industry.

Ge substrate revenue increased $1.8 million, or 193.6%, to $2.8 million for the six months ended June 30, 2008 from $943,000 for the six months ended June 30, 2007. The increase in Ge substrate revenue was due to an increase in sales to customers in the People’s Republic of China and an increase in sales to a major customer in Europe who has now qualified our product, as demand for photovoltaic applications increases.

Raw materials revenue increased $3.0 million, or 51.4%, to $8.9 million for the six months ended June 30, 2008 from $5.9 million for the six months ended June 30, 2007. The increase in raw materials revenue was primarily due to a combination of increased sales to customers as demand increased and higher raw materials prices. We do not expect demand to continue at this pace for the remainder of 2008.

Revenue by Geographic Region

Three Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

North America *

$
5,437

$
2,756

$
2,681

97.3
%
% of total revenue

27
%
20
%

Europe

3,966

2,606

1,360

52.2
%
% of total revenue

20
%
19
%

Japan

4,595

3,012

1,583

52.6
%
% of total revenue

23
%
22
%

Taiwan

2,061

2,228

(167
)
(7.5
)%
% of total revenue

10
%
17
%

Asia Pacific (excluding Japan and Taiwan)

3,873

3,037

836

27.5
%
% of total revenue

20
%
22
%

Total revenue

$
19,932

$
13,639

$
6,293

46.1
%

*Primarily the United States

~~Table of Contents~~

Revenue from customers in North America increased by $2.7 million, or 97.3%, to $5.4 million for the three months ended June 30, 2008 from $2.8 million for the three months ended June 30, 2007. We expected our North America revenue to increase substantially in 2008 based upon a supply agreement we signed in the fourth quarter of 2007 with IQE plc. Under the terms of the agreement, IQE plc shall purchase from us a minimum of approximately $15.1 million of 4-inch and 6-inch semi-insulating gallium arsenide (GaAs) substrates. IQE plc has an option to purchase an additional $3.5 million of 6-inch substrates from us under the agreement. All substrates ordered pursuant to the agreement are to be shipped by the end of 2008.

Revenue from customers in Europe increased by $1.4 million, or 52.2%, to $4.0 million for the three months ended June 30, 2008 from $2.6 million for the three months ended June 30, 2007. This increase came primarily from increased substrate sales to customers in Germany and France, and to a lesser extent from increased sales to a customer in the United Kingdom that is part of the IQE plc group with whom we signed a supply agreement in the fourth quarter of 2007.

Revenue from customers in Japan increased by $1.6 million, or 52.6%, to $4.6 million for the three months ended June 30, 2008 from $3.0 million for the three months ended June 30, 2007. The increase came from $1.2 million increased substrate sales to two major existing customers, particularly in large diameter wafers, and from $0.4 million increased raw material sales of 4N gallium.

Revenue from customers in Taiwan decreased by $167,000, or 7.5%, to $2.1 million for the three months ended June 30, 2008 from $2.2 million for the three months ended June 30, 2007. The decrease came mainly from one major existing customer for large diameter wafers.

Revenue from customers in Asia Pacific (excluding Japan and Taiwan) increased by $0.8 million, or 27.5%, to $3.9 million for the three months ended June 30, 2008 from $3.0 million for the three months ended June 30, 2007. Sales to customers in the People’s Republic of China increased by $1.1 million, of which raw materials was $0.5 million, while $0.6 million was from increased sales to existing customers for small diameter GaAs wafers. Sales to a major customer in Singapore that is part of the IQE plc group decreased by $0.5 million as they shifted some purchases to other geographic areas. Sales to customers in Korea increased by $0.2 million as demand increased in smaller diameter wafers.

	Six Months Ended
	June 30,						Increase				Three Months Ended March 31,						Increase
	2008			2007			(Decrease)		% Change		2009			2008			(Decrease)			% Change
	($ in thousands)										($ in thousands)
North America *	$	10,436		$	6,098		$	4,338	71.1	%	$	1,736		$	4,999		$	(3,263	)	(65.3	)%
% of total revenue	27		%	23		%					23		%	26		%
Europe	6,783			4,671			2,112		45.2	%	2,213			2,817			(604		)	(21.4	)%
% of total revenue	17		%	18		%					29		%	14		%
Japan	8,735			5,398			3,337		61.8	%	1,152			4,140			(2,988		)	(72.2	)%
% of total revenue	22		%	21		%					15		%	21		%
Taiwan	4,868			4,040			828		20.5	%	689			2,807			(2,118		)	(75.5	)%
% of total revenue	12		%	15		%					9		%	14		%
Asia Pacific (excluding Japan and Taiwan)	8,744			5,958			2,786		46.8	%	1,864			4,871			(3,007		)	(61.7	)%
% of total revenue	22		%	23		%					24		%	25		%
Total revenue	$	39,566		$	26,165		$	13,401	51.2	%	$	7,654		$	19,634		$	(11,980	)	(61.0	)%

*Primarily the United States

Revenue from customers in North America ~~increased~~decreased by ~~$4.3~~$3.3 million, or ~~71.1%~~65.3%, to ~~$10.4~~$1.7 million for the ~~six~~three months ended ~~June 30, 2008~~March 31, 2009 from ~~$6.1~~$5.0 million for the ~~six~~three months ended ~~June 30, 2007. We expected~~March 31, 2008 as the demand for substrates and for raw materials fell. However, we expect our North America revenue to increase ~~substantially~~ in ~~2008~~the latter part of 2009 based upon a renewed supply agreement we signed in the fourth quarter of ~~2007~~2008 with IQE plc. Under the terms of the agreement, IQE plc ~~shall~~has agreed to l purchase from us a minimum of approximately ~~$15.1~~$14.3 million of 4-inch and 6-inch semi-insulating gallium arsenide (GaAs) substrates. ~~IQE plc has an option to purchase an additional $3.5 million of 6-inch substrates from us under the agreement.~~ All substrates ordered pursuant to the agreement are to be shipped by the end of ~~2008.~~March 2010.

Revenue from customers in Europe ~~increased~~decreased by ~~$2.1~~$0.6 million, or ~~45.2%~~21.4%, to ~~$6.8~~$2.2 million for the ~~six~~three months ended ~~June 30, 2008~~March 31, 2009 from ~~$4.7~~$2.8 million for the ~~six~~three months ended ~~June 30, 2007.~~March 31, 2008. This ~~increase~~decrease came primarily from ~~increased~~decreased substrate sales to customers in ~~Germany and~~ France, and to a lesser extent from ~~increased~~decreased sales to a customer in the United Kingdom that is part of the IQE ~~plc~~ group with whom we ~~signed~~renewed a supply agreement in the fourth quarter of ~~2007.~~2008.

Revenue from customers in Japan ~~increased~~decreased by ~~$3.3~~$3.0 million, or ~~61.8%~~72.2%, to ~~$8.7~~$1.2 million for the ~~six~~three months ended ~~June 30, 2008~~March 31, 2009 from ~~$5.4~~$4.1 million for the ~~six~~three months ended ~~June 30, 2007.~~March 31, 2008. The ~~increase~~decrease came primarily from ~~$2.8 million increased~~decreased raw material sales of 4N gallium, and to a lesser extent from decreased substrate sales to ~~two~~ major existing customers, particularly in large diameter ~~wafers, and from $0.5 million increased raw material sales of 4N gallium.~~

~~Table of Contents~~wafers.

Revenue from customers in Taiwan ~~increased~~decreased by ~~$0.8~~$2.1 million, or ~~20.5%~~75.5%, to ~~$4.9~~$0.7 million for the ~~six~~three months ended ~~June 30, 2008~~March 31, 2009 from ~~$4.0~~$2.8 million for the ~~six~~three months ended ~~June 30, 2007.~~March 31, 2008. The ~~increase~~decrease came mainly from reduced sales to one major existing customer for large diameter ~~wafers.~~wafers who reduced its orders due to the impact of the weaker demand environment on its business and its inventory overhang.

Revenue from customers in Asia Pacific (excluding Japan and Taiwan) ~~increased~~decreased by ~~$2.8~~$3.0 million, or ~~46.8%~~61.7%, to ~~$8.7~~$1.9 million for the ~~six~~three months ended ~~June 30, 2008~~March 31, 2009 from ~~$6.0~~$4.9 million for the ~~six~~three months ended ~~June 30, 2007. Sales to~~March 31, 2008. The decrease came mainly from two customers in ~~the People’s Republic of~~ China ~~increased by $2.8 million, of which raw materials was $1.1 million, while $1.7 million was~~and from ~~increased sales to existing~~two customers ~~for small diameter GaAs wafers. Sales to a major customer~~ in Singapore, ~~that~~one of which is part of the IQE ~~plc group decreased by $0.3 million as they shifted some purchases to other geographic areas. Sales to customers in Korea increased by $0.3 million as demand increased in smaller diameter wafers.~~group.

Gross Margin

	Three Months Ended										Three Months Ended March 31,						Increase
	June 30,						Increase				2009			2008			(Decrease)			% Change
	2008			2007			(Decrease)		% Change		($ in thousands)
	($ in thousands)
Gross profit	$	6,444		$	5,032		$	1,412	28.1	%
Gross profit (loss)											$	(237	)	$	6,221		$	(6,458	)	(103.8	)%
Gross Margin %	32.3		%	36.9		%					(3.1		)%	31.7		%

Gross margin decreased to ~~32.3%~~negative 3.1% of total revenue for the three months ended ~~June 30, 2008~~March 31, 2009 from ~~36.9%~~31.7% of total revenue for the three months ended ~~June 30, 2007.~~March 31, 2008. Gross margins in the three months ended ~~June 30,~~March 31, 2009 and 2008 ~~and 2007~~ were positively impacted by sales of approximately ~~$735,000~~$414,000 and ~~$387,000,~~$620,000, respectively, of GaAs wafers that were previously fully reserved. InThe negative 3.1 percent gross margin for the three months ended ~~June 30, 2007 we had manufacturing equipment that had become fully depreciated since~~March 31, 2009 was primarily due to the ~~third~~low absorption rates as a result of reduced sales from the fourth quarter of ~~2006,~~2008, and hence lower production volume. Since late 2008, our gallium joint venture in China also continued to source finished products from an independent third party supplier, resulting in low gross margin. Our gallium joint venture continues to discuss with this third party supplier an agreement to purchase and distribute a certain amount of its product on an ongoing basis, in amounts representing up to 50% of our joint venture’s total customer commitments. This third-party provider has a substantial share of the ~~absence of depreciation expense for~~available gallium and is interested in partnering with our joint venture in order to leverage its distribution capabilities. Although this ~~equipment, partially offset by depreciation on property, plant~~potential partnership would provide additional capacity to our joint venture and ~~equipment additions, contributed approximately 3.3 percentage points to~~increase its competitive position, should an agreement be formalized, our raw materials gross margin ~~in the three months ended June 30, 2007.~~would be negatively impacted. In addition, we had a one-time sale of $251,000 indium scrap metal that contributed approximately 1.8 percentage points to gross margin in the three months ended June 30, 2007. In the subsequent four quarters since June 30, 2007, gross margins were negatively impacted by declining average selling prices and rising raw material costs, as well as an increase in depreciation as a result of our purchase of equipment acquired for our capacity expansion.

Six Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

Gross profit

$
12,665

$
10,437

$
2,228

21.3
%
Gross Margin %

32.0
%
39.9
%

Table of Contents

~~Gross margin decreased~~Conversely, product mix contributed to ~~32.0% of total revenue~~higher gross profit for the ~~six~~three months ended ~~June 30,~~March 31, 2008 ~~from 39.9%~~as we sold a greater amount of ~~total revenue for~~larger diameter substrates which contributed higher gross profit and during the ~~six~~three months ended ~~June 30, 2007. Gross margins~~March 31, 2008, our manufacturing facility in the six months ended June 30, 2008 and 2007 were positively impacted by sales of approximately $1.4 million and $1.2 million, respectively, of GaAs wafers that were previously fully reserved. In the six months ended June 30, 2007 we had manufacturing equipment that had become fully depreciated since the third quarter of 2006, and the absence of depreciation expense for this equipment, partially offset by depreciation on property, plant and equipment additions, contributed approximately 3.2 percentage points to gross marginBeijing was operating at almost full capacity, which resulted in the six months ended June 30, 2007. In addition, we had a one-time sale of $251,000 indium scrap metal that contributed approximately 1.0 percentage points to gross margin in the six months ended June 30, 2007. In the subsequent four quarters since June 30, 2007, gross margins were negatively impacted by declining average selling prices and rising raw material costs, as well as an increase in depreciation as a result of our purchase of equipment acquired for our capacity expansion.higher absorption rates.

Selling, General and Administrative Expenses

	Three Months Ended
	June 30,						Increase					Three Months Ended March 31,						Increase
	2008			2007			(Decrease)			% Change		2009			2008			(Decrease)		% Change
	($ in thousands)											($ in thousands)
Selling, general and administrative expenses	$	3,578		$	3,743		$	(165	)	-4.4	%	$	4,006		$	3,667		$	339	9.2	%
% of total revenue	18.0		%	27.4		%						52.3		%	18.7		%

Selling, general and administrative expenses ~~decreased $165,000~~increased $0.3 million to ~~$3.6~~$4.0 million for the three months ended ~~June 30, 2008~~March 31, 2009 from $3.7 million for the three months ended ~~June 30, 2007.~~March 31, 2008. The ~~decrease~~increase was ~~primarily due~~from $0.4 million increased legal fees as a result of matters relating to ~~$629,000 lower bad debt expenses as we collected from~~the change in management in March 2009, $0.3 million severance pay for our ~~slow-paying customers~~former chief executive officer, $0.3 million in ~~Asia,~~related stock compensation expense for his stock option acceleration, partially offset by ~~increases~~$0.2 million from the absence of ~~$297,000~~bonus accruals in ~~general annual salary~~2009, $0.2 million less bad debt allowance, $0.1 million less rent expense at our Fremont, CA facility, $0.1 million less sales commissions due to reduced sales volume, and ~~related~~$0.1 million less labor costs ~~$51,000~~ in ~~stock based compensation expenses, $42,000~~our joint ventures, mainly from the absence of bonus accruals beginning in ~~health insurance costs, $32,000 in rent expenses, and $24,000 in sales commissions based on increased sales volumes.~~

~~Table of Contents~~

Six Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

Selling, general and administrative expenses

$
7,245

$
7,446

$
(201
)
-2.7
%
% of total revenue

18.3
%
28.5
%

Selling, general and administrative expenses decreased $201,000, or 2.7% to $7.2 million for the six months ended June 30, 2008 from $7.4 million for the six months ended June 30, 2007. The decrease was primarily due to $813,000 lower bad debt expenses as we collected from our slow-paying customers in Asia and $412,000 lower legal fees, partially offset by increases of $733,000 in general annual salary and related labor costs, $86,000 in sales commissions based on increased sales volumes, and $84,000 in stock based compensation.2009.

Research and Development

	Three Months Ended
	June 30,						Increase				Three Months Ended March 31,						Increase
	2008			2007			(Decrease)		% Change		2009			2008			(Decrease)			% Change
	($ in thousands)										($ in thousands)
Research and development	$	569		$	348		$	221	63.5	%	$	460		$	504		$	(44	)	(8.7	)%
% of total revenue	2.9		%	2.6		%					6.0		%	2.6		%

Research and development expenses ~~increased $221,000,~~decreased $44,000, or ~~63.5%~~8.7% to ~~$569,000 for the three months ended June 30, 2008 from $348,000~~$460,000 for the three months ended March 31, 2007. The increase was due to salary and related costs associated with the appointment of a new chief technology officer effective December 31, 2007, higher consulting fees and general annual salary and related cost increases.

Six Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

Research and development

$
1,073

$
808

$
265

32.8
%
% of total revenue

2.7
%
3.1
%

~~Research and development expenses increased $265,000, or 32.8% to $1.1 million~~2009 from $504,000 for the ~~six months ended June 30, 2008 from $808,000 for the six~~three months ended March 31, ~~2007.~~2008. The ~~increase~~decrease was primarily due to ~~salary~~the absence of bonus accruals beginning in 2009, discontinuation of our payment of expatriate per diem for US-based employees working substantially in China, and ~~related costs associated with the appointment of a new chief technology officer effective December 31, 2007, higher~~less outside consulting ~~fees and general annual salary and related cost increases.~~costs.

Impairment (Recovery) on Assets Held For Sale

	Three Months Ended
	June 30,						Increase			Three Months Ended March 30,						Increase
	2008			2007			(Decrease)		% Change	2009			2008			(Decrease)			% Change
	($ in thousands)									($ in thousands)
Impairment (Recovery) on assets held for sale	$	—		$	(481	)	$	481	NM	$	—		$	83		$	(83	)	NM
% of total revenue	0.0		%	-3.5		%				0.0		%	4.2		%

~~NM = % not meaningful~~

~~There was no impairment (recovery) charge for the three months ended June 30, 2008.~~ During the three months ended June 30, 2007, we benefited from a recovery of impairment of assets held for sale in connection with our adjustment of the fair value of our property located in Fremont, California, which had been decontaminated and was being prepared for sale. We recorded a $481,000 market value adjustment after we entered into an agreement with an independent third party purchaser in June 2007 to purchase the property for estimated net proceeds of $5.1 million, after deducting estimated commission and selling expenses. However, this independent third party purchaser backed out of the transaction and the sale was not consummated.

~~Table of Contents~~

Six Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

Impairment (Recovery) on assets held for sale

$
83

$
(481
)
$
(564
)
NM

% of total revenue

0.2
%
-1.8
%

~~NM = % not meaningful~~

~~During the six months ended June 30,~~March 31, 2008, we completed the sale of our property in Fremont, California. The escrow established to pay the purchase price ~~was~~of the property closed on March 28, 2008. The final purchase price for the property was $5.3 million. We received net proceeds of $5.1 million after deducting commissions and selling expenses. We recorded an impairment charge upon the sale of the property of $83,000. There was no impairment charge for the same three month period ended March 31, 2009.

~~Interest Income, net~~Restructuring Charge

	Three Months Ended										Three Months Ended March 31,						Increase
	June 30,						Increase				2009			2008			(Decrease)		% Change
	2008			2007			(Decrease)		% Change		($ in thousands)
	($ in thousands)
Interest income, net	$	241		$	225		$	16	7.1	%
Restructuring charge											$	507		$	—		$	507	NM
% of total revenue	1.2		%	1.6		%					6.6		%	0.0		%

Interest income, net increased $16,000 to $241,000 for the three months ended June 30, 2008 from $225,000 for the three months ended June 30, 2007. Interest income, net for the three months ended June 30, 2008 was the result of interest income received on a maturing investment, partially offset by lower interest expense from lower rates and a lower balance on our taxable revenue bond, while interest income, net for the three months ended June 30, 2007 was primarily generated from the net proceeds of our public offering of common stock, completed in December 2006 and January 2007.

Six Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

Interest income, net

$
365

$
449

$
(84
)
-18.7
%
% of total revenue

0.9
%
1.7
%

Interest income, net decreased $84,000 to $365,000 for the six months ended June 30, 2008 from $449,000 for the six months ended June 30, 2007 as a result of higher balances of our investments in the six months ended June 30, 2007, which came from the net proceeds of our public offering of common stock, completed in December 2006 and January 2007.NM = % not meaningful

~~Minority interests~~

Three Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

Minority interests

$
(648
)
$
(493
)
$
155

31.4
%
% of total revenue

(3.3
)%
(3.6
)%

~~Minority interests increased $155,000 or 31.4%~~During the first quarter of 2009, we further reduced the workforce at our Fremont and Beijing facilities by approximately 11 positions that are no longer required to ~~$648,000 for the three months ended June 30, 2008 from $493,000 for the three months ended June 30, 2007 as each of our three majority-owned joint ventures increased sales due to capacity expansion,~~support certain production and ~~were more profitable, and consequently the minority interests increased.~~administrative operations. This measure was being

Six Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

��
Minority interests

$
(1,147
)
$
(753
)
$
394

52.3
%
% of total revenue

(2.9
)%
(2.9
)%

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~~Minority interests increased $394,000 or 52.3%~~taken as part of our 2009 operating plan. Accordingly, we recorded a restructuring charge of $507,000 in March 2009 related to ~~$1,147,000~~the reduction in force for severance-related expenses from the reduction in force, all of which will be cash expenditures. We anticipate that the majority of cash outflow from this charge to be incurred in the second quarter of 2009 and we expect to save approximately $1.3 million annually in payroll and related expenses. We had no restructuring charge for the ~~six~~first quarter of 2008.

Interest Income, net

	Three Months Ended March 31,						Increase
	2009			2008			(Decrease)			% Change
	($ in thousands)
Interest income, net	$	44		$	124		$	(80	)	(64.5	)%
% of total revenue	0.6		%	0.6		%

Interest income, net decreased $80,000 to $44,000 for the three months ended ~~June 30, 2008~~March 31, 2009 from ~~$753,000~~$124,000 for the ~~six~~three months ended ~~June 30, 2007 as each~~March 31, 2008. Interest income, net for the three months ended March 31, 2009 was lower due to the overall lower balances of our cash and investments and with lower yields after we paid down on our taxable revenue bond in July 2008, while interest income, net for the three ~~majority-owned joint ventures increased sales due to capacity expansion,~~months ended March 31, 2008 had higher cash balances and ~~were more profitable, and consequently the minority interests increased.~~with higher yields.

Other Income ~~and Expense,~~(Loss), net

	Three Months Ended											Three Months Ended March 31,						Increase
	June 30,						Increase					2009			2008			(Decrease)			% Change
	2008			2007			(Decrease)			% Change		($ in thousands)
	($ in thousands)
Other income and expense, net	$	(518	)	$	221		$	(739	)	(334.4	)%
Other income (loss), net												$	(422	)	$	927		$	(1,349	)	(145.5	)%
% of total revenue	(2.6		)%	1.6		%						(5.5		)%	4.7		%

Other ~~expense,~~loss, net was ~~$518,000~~$422,000 for the three months ended ~~June 30, 2008~~March 31, 2009 primarily due to unrealized foreign ~~currency transaction~~ exchange losses of ~~$593,000, partially offset by $75,000, net, of other income, mainly from~~$409,000 on our ~~investments.~~Yen denominated accounts receivable and miscellaneous items. Other income, net was ~~$221,000~~$927,000 for the three months ended ~~June 30, 2007~~March 31, 2008 primarily ~~$341,000~~due a realized gain of $459,000 on the sale of short-term investments held by us and unrealized foreign exchange gains of $416,000 on our Yen denominated accounts receivable and miscellaneous items.

Noncontrolling interest

	Three Months Ended March 31,						Increase
	2009			2008			(Decrease)		% Change
	($ in thousands)
Noncontrolling interest	$	76		$	(499	)	$	575	115.2	%
% of total revenue	1.0		%	(2.5		)%

Noncontrolling interest increased $575,000 or 115.2% to $76,000 for the three months ended March 31, 2009 from $(499,000) for the three months ended March 31, 2008 indicating less profitability from our ~~equity earnings from the two minority-owned~~China joint ~~ventures that are not consolidated and $126,000 other income, mainly insurance proceeds from a fire loss in China, partially offset by foreign currency transaction exchange losses of $246,000.~~

Six Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

Other income and expense, net

$
409

$
470

$
(61
)
(13.0
)%
% of total revenue

1.0
%
1.8
%

~~Other income, net was $409,000 for the six months ended June 30, 2008 primarily from $460,000 from~~venture operations as raw materials sales have declined due to weaker demand environment causing our equity earnings from the two minority-owned joint ventures that are not consolidated, $326,000 from our realized gain on sale of investments, and $27,000 other income, partially offset by foreign currency transaction exchange losses of $404,000. Other income, net was $470,000 for the six months ended June 30, 2007 primarily $568,000 from our equity earnings from the two minority-owned joint ventures that are not consolidated and $192,000 other income, mainly insurance proceeds from a fire loss in China, partially offset by foreign currency transaction exchange losses of $290,000.customers to continue to utilize their excess inventory.

Provision for Income Taxes

	Three Months Ended
	June 30,						Increase				Three Months Ended March 31,						Increase
	2008			2007			(Decrease)		% Change		2009			2008			(Decrease)			% Change
	($ in thousands)										($ in thousands)
Provision for income taxes	$	635		$	162		$	473	292.0	%	$	4		$	560		$	(556	)	NM
% of total revenue	3.2		%	1.2		%					0.0		%	2.9		%

NM = % not meaningful

We provided for income taxes of ~~$635,000~~$4,000 for our China operations for the three months ended ~~June 30, 2008~~March 31, 2009 compared to ~~$162,000~~$560,000 for the three months ended ~~June 30, 2007.~~March 31, 2008. The decrease in tax provision was primarily due to our overall loss position for the first quarter of 2009 compared to the same period last year. Beginning in 2008, the tax provision was calculated based on the assumption that we will no longer receive refunds for profit reinvestments in China.

Six Months Ended

June 30,

Increase

2008

2007

(Decrease)

% Change

($ in thousands)

Provision for income taxes

$
1,195

$
273

$
922

337.7
%
% of total revenue

3.0
%
1.0
%

~~We provided for income taxes~~Table of $1.2 million for our China operations for the six months ended June 30, 2008 compared to $273,000 for the six months ended June 30, 2007. Beginning in 2008, the tax provision was calculated based on the assumption that we will no longer receive refunds for profit reinvestments in China.Contents

Liquidity and Capital Resources

As of ~~June 30, 2008,~~March 31, 2009, our principal sources of liquidity were ~~$37.0~~$29.5 million in cash and cash equivalents and short-term investments, excluding restricted deposits. We consider cash and cash equivalents and short-term investments as liquid and available for use. Short-term investments are comprised of government bonds and high-grade commercial debt instruments.

~~Table~~ All of ~~Contents~~our short-term investments in corporate bonds (see note 3) are invested in Citigroup guaranteed instruments.

Cash and cash equivalents and short-term investments of ~~$37.0~~$29.5 million decreased by ~~$2.5~~$1.9 million in ~~the second quarter of 2008 compared to~~ the first quarter of 2009 compared to the fourth quarter of 2008. The combined decrease in cash and cash equivalents and short-term investments was primarily due to the use of net cash in operating activities of $1.9 million.

Net cash used in operating activities of ~~$4.5~~$1.9 million for the ~~six~~three months ended ~~June 30, 2008~~March 31, 2009 was primarily comprised of our net ~~income~~loss of ~~$2.7~~$5.5 million, adjusted for non-cash items of depreciation of ~~$1.0~~$0.8 million, stock-based compensation of ~~$0.3~~$0.5 million, and a non-cash restructuring charge of $0.5 million, partially offset by a ~~realized gain on sale~~net decrease of ~~investments of $0.3 million, and offset by a net increase of $8.2~~$1.8 million in assets and liabilities. The ~~$8.2~~$1.8 million net ~~increase~~decrease in assets and liabilities primarily resulted from a ~~$13.6~~$3.1 million ~~increase in inventories, $2.1 million increase in prepaid expenses, $1.4 million increase~~decrease in accounts receivable, ~~$0.9~~a $1.6 million decrease in inventories, and a $0.8 million decrease in prepaids and other assets, partially offset by a $2.5 million decrease in accounts payable, a $0.7 million decrease in other long-term liabilities, primarily minority interests, and a ~~$0.4~~$0.5 million ~~increase~~decrease in ~~other assets,~~accrued liabilities.

Accounts receivable, net decreased by $3.1 million as of March 31, 2009 due to the weaker demand environment which resulted in lower sales volume and net increased by $4.4 million as of March 31, 2008, as a result of our increased sales volume. Our days sales outstanding (DSO) is 99 days as of March 31, 2009 and was 77 days as of March 31, 2008.

Inventories, net, decreased by $1.6 million, as we decreased inventory in work-in-process and finished goods by $2.1 million and shipped these out as sales, partially offset by ~~a $9.5 million increase in accounts payable,~~ a $0.5 million increase in ~~income taxes payable, and a $0.2 million increase in accrued liabilities.~~

raw materials as demand for raw material fell. Inventories, net, increased by ~~$13.6~~$4.0 million as of March 31, 2008, as we increased inventory in raw materials ~~to avoid certain transportation restrictions prior to the commencement of the Beijing Olympics,~~ and work-in-process to increase production in anticipation of increased forecast sales, and finished goods for consignment orders.

~~Accounts receivable, net increased by $1.4~~Net cash used in operating activities of $4.4 million ~~as a result of increased sales and a slight reduction in our allowance~~ for ~~doubtful accounts. Our days sales outstanding (DSO) is 62 days as of June 30, 2008 compared to 77 days as of~~the three months ended March 31, 2008 was primarily comprised of our net income of $2.0 million, adjusted for non-cash items of depreciation of $0.5 million, stock-based compensation of $0.2 million, partially offset by a realized gain on sale of investments of $0.5 million, and ~~compared to 64 days as~~offset by a net increase of ~~December~~$6.6 million in assets and liabilities. The $6.6 million net increase in assets and liabilities primarily resulted from a $4.4 million increase in accounts receivable, a $4.0 million increase in inventories, a $1.7 million increase in prepaid expenses, a $0.9 million decrease in other long-term liabilities, primarily minority interests, a $0.2 million increase in other assets, a $0.1 million decrease in accrued liabilities, partially offset by a $4.5 million decrease in accounts payable, and a $0.2 million decrease in income taxes payable.

Net cash used in investing activities of $0.1 million for the three months ended March 31, ~~2007.~~2009 was primarily from the purchase of property, plant and equipment of $0.1 million.

Net cash provided by investing activities of ~~$5.0~~$8.7 million for the ~~six~~three months ended ~~June 30,~~March 31, 2008 was primarily from the proceeds from the sale of investments of ~~$14.5~~$10.8 million, proceeds from sale of assets held for sale of $5.1 million and the decrease of restricted cash of ~~$0.3~~$0.2 million, partially offset by the purchase of investments totaling ~~$11.7~~$6.4 million, and the purchase of property, plant and equipment, of ~~$3.1~~$1.0 million.

WeIn 2009, we expect to invest up to approximately ~~$2.7~~$3.7 million in ~~capital~~other projects ~~for~~at our China facilities, having delayed certain other expansion activities as a result of the ~~remainder~~impact of ~~2008. We believe that our existing and planned facilities and equipment are sufficient to fulfill~~the current ~~and expected future orders.~~worldwide economic conditions.

Net cash used in financing activities of ~~$0.1~~$30,000 for the three months ended March 31, 2009 consisted of payments of $30,000 related to our tenant improvement loan.

Net cash provided by financing activities of $0.2 million for the ~~six~~three months ended ~~June 30,~~March 31, 2008 consisted of ~~scheduled payments of $0.3 million related to long-term borrowings, partially offset by~~ $0.1 million from the proceeds from the exercise of employee stock ~~options.~~

~~Our main Fremont, California facility was financed by long-term borrowings, which were refinanced by taxable variable rate revenue bonds~~options, and $0.3 million from the proceeds of a long term borrowing in ~~1998. These bonds were traded on the public market, were set to mature in 2023 and bore a variable interest rate that was 3.0% as~~one of ~~June 30, 2008. Repayment of principal and interest under the bonds was supported~~our joint ventures, partially offset by a ~~letter~~scheduled payment of credit from our bank and was being paid on a quarterly basis. As of June 30, 2008, the credit facility maintained by us with a bank included a letter of credit supporting repayment of these bonds with an outstanding amount of $6.4 million.

~~We had pledged and placed a like amount of investment securities with an affiliate of the bank as additional collateral for this facility, and had the option~~$0.2 million related to redeem the bonds in whole or part during their term. We completed the sale of our Fremont, California facility on March 28, 2008, and received net proceeds of approximately $5.1 million after deducting commissions and selling expenses. Subsequently on July 1, 2008, we have repaid the outstanding principal and accrued interest on the revenue bond of approximately $6.4 million, and accordingly our restricted cash in such amount has been released.long-term borrowings.

We believe that we have adequate cash and investments to meet our needs over the next 12 months. If our ~~performance fails~~sales decrease, however, our ability to ~~improve, we~~generate cash from operations will ~~continue~~be adversely affected which could adversely affect our future liquidity, require us to use cash at a more rapid rate than expected, and ~~may at some time be forced~~require us to seek additional capital. There can be no

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assurance that such additional capital will be available or, if available it will be at terms acceptable to us. Cash from operations could be affected by various risks and uncertainties, including, but not limited to those set forth below under Item 1A “Risks Factors.”

Outstanding contractual obligations as of ~~June 30, 2008, which do not reflect our repayment of the revenue bonds on July 1, 2008,~~March 31, 2009 are summarized as follows (in thousands):

Payments due by period

Contractual Obligations

Total

Less than
1 year

1 - 3
years

3 - 5
years

More than
5 years

Debt

$
6,412

$
450

$
912

$
900

$
4,150

Operating leases

3,576

723

1,507

1,346

—

Less: Sublease income

(956
)
(190
)
(398
)
(368
)
—

Purchase obligation

2,490

2,490

—

—

—

Total

$
11,522

$
3,473

$
2,021

$
1,878

$
4,150

~~Table of Contents~~

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Line of credit	$	3,000	$	3,000	$	—	$	—	$	—
Tenant improvement loan	552		75		156		169		152
Operating leases	1,963		300		578		573		512
Total	$	5,515	$	3,375	$	734	$	742	$	664

We lease certain office space, manufacturing facilities and property under long-term operating leases expiring at various dates through ~~March~~November 2013. ~~Total rent payments under these operating leases were approximately $0.2 million and $0.2 million for the three month periods ended June 30, 2008 and 2007, respectively.~~ On July 2, 2008, we entered into a new lease agreement with ~~T. Drive Partners, L.P., a California partnership~~the landlord of the facility ~~located~~ at 4281 Technology Drive, Fremont, California with approximately 27,760 square feet. The new lease ~~shall commence on~~commenced December 1, 2008 for a term of seven years, with an option by us to cancel the new lease after five years, upon forfeiture of the security deposit and payment of one-half of the fifth year’s rent. ~~The base~~Total rent expenses under these operating leases were approximately $0.1 million and $0.2 million for ~~the new lease shall be $0.72 per square foot per month triple net, with annual rental increases of 4.5% per annum, payment of $50,000 security deposit,~~three months ended March 31, 2009 and ~~tenant improvements of $575,000 to be amortized over seven years at 4% per annum.~~

On February 27, 2007, we entered into an agreement with Recapture Metals Limited of Ontario, Canada (“Recapture”), pursuant to which Recapture will supply our subsidiary in the PRC with one thousand kilograms per month of 99.99999% pure gallium, during the eighteen month period beginning July 1, 2007. Under the terms of the agreement, we are required to purchase a minimum of eighteen thousand kilograms of gallium, unless the agreement is terminated prior to the expiration of the eighteen month period on December 31, 2008.2008, respectively.

Recent Accounting Pronouncements

In ~~March 2008,~~September 2006, the FASB issued ~~SFAS~~Statement of Financial Accounting Standards No. ~~161,~~157, “~~Disclosures about Derivative Instruments and Hedging Activities~~Fair Value Measurements” (“SFAS ~~161”~~157”). ~~SFAS 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how~~This statement defines fair value, establishes a framework for measuring fair value and ~~why a company uses derivative instruments, how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS 161 is~~expands disclosures about fair value measurements. The statement became effective for financial statements issued for ~~fiscal~~ years ~~and interim periods~~ beginning after November 15, 2007 and interim periods within that year. On February 12, 2008 the FASB issued FASB Staff Position (FSP) FAS 157-2. This FSP permits a delay in the effective date of SFAS 157 to years beginning after November 15, 2008, for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The delay is intended to allow the Board and constituents additional time to consider the effect of various implementation issues that have arisen, or that may arise, from the application of SFAS 157. On February 14, 2008, the FASB issued FSP FAS 157-1 to exclude SFAS 13, Accounting for Leases, and its related interpretive accounting pronouncements from the scope of SFAS 157. We adopted this statement for financial assets and financial liabilities and nonfinancial assets and nonfinancial liabilities disclosed or recognized at fair value on a recurring basis (at least annually) as of January 1, 2008. ~~Based~~We adopted the statement for nonfinancial assets and nonfinancial liabilities on ~~our current operations, we do not expect that the~~January 1, 2009. The adoption of ~~SFAS 161 will~~this statement in each period did not have a material impact on our consolidated financial ~~position or results of operations.~~statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”, (“SFAS 141R”). SFAS 141R establishes the principles and requirements for how an acquirer in a business combination (1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) will be applicable beginning with our fiscal 2009. ~~The~~We adopted this statement January 1, 2009. There was no impact ~~of the~~upon adoption of ~~SFAS 141(R)~~ on our ~~results of operations~~consolidated financial statements and ~~financial position~~its effects on future periods will depend on the nature and extent of business combinations that we complete, if any, in or after fiscal 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 requires that minority interest be separately reported in the consolidated entity’s equity section and that no gain or loss shall be reported when transactions occur between the controlling interest and the non-controlling interests. Furthermore, the acquisition of non-controlling interest by the controlling interest is not treated as a business combination. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We ~~have not yet evaluated the impact that the adoption of~~adopted this statement on January 1, 2009. The presentation and disclosures required of SFAS 160, ~~will~~which must be applied retrospectively for all periods presented, have onresulted in reclassifications to our prior period consolidated financial ~~position, results of operations or cash flows.~~statements.

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related hedged items affect a company’s financial position, financial performance and cash flows. SFAS ~~159~~161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, ~~2007.~~2008. We ~~do not~~ have ~~any instruments eligible for election of the fair value option. Therefore, the adoption of SFAS 159 in the first quarter of fiscal 2008 did not~~determined that there is no impact from adopting this statement on our consolidated financial ~~position, results of operations or cash flows.~~statements.

In ~~February 2008,~~April 2009, the FASB ~~released a FASB Staff Position (FSP~~issued FSP FAS ~~157-2—~~ 141(R)-1, “~~Effective Date of FASB Statement No. 157~~~~) which delays the effective date of SFAS 157~~Accounting for ~~all nonfinancial assets~~Assets Acquired and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008. These non-financial items include assets and liabilities such as reporting units measured at fair valueLiabilities Assumed in a ~~goodwill impairment test and non-financial~~Business Combination That Arise from Contingencies.” This FSP requires that assets acquired and liabilities assumed in a business ~~combination.~~combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, “Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss”. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The ~~partial~~requirements of this FSP carry forward without significant revision the guidance on contingencies of SFAS No. 141, “Business Combinations”, which was superseded by SFAS No. 141(R). The FSP also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by SFAS No. 5. SFAS 141(R), as modified by FSP 141(R)-1, is required to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of SFAS ~~157~~141(R), as modified by FSP 141(R)-1, as of January 1, ~~2008~~2009 had no impact on our consolidated financial statements and its effects on future periods will depend on the nature and extent of business combinations that we complete, if any, in or after fiscal 2009.

2627

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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. The functional currency for our foreign operations is the ~~Renminbi,~~renminbi, the local currency of China, where our operating expenses are predominantly in the local currency. Since most of our operations are conducted in China, most of our costs are incurred in Chinese currency, which subjects us to fluctuations in the exchange rates between the U.S. dollar and the Chinese ~~Renminbi.~~renminbi. We incur transaction gains or losses resulting from consolidation of expenses incurred in local currencies for these subsidiaries, as well as in translation of the assets and liabilities of these assets at each balance sheet date. These risks may be increased by the fluctuations and revaluations of the Chinese ~~Renminbi.~~renminbi. 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,~~renminbi, and any future adjustments that China may make to its currency such as any move it might make to a managed float systems with opportunistic interventions. ~~We also have certain trade accounts receivable denominated in Japanese Yen.~~ 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 utilizing foreign currency forward exchange contracts. Foreign exchange losses could have a materially adverse effect on our operating results and cash flows.

We do not currently use short-term forward exchange contracts for hedging purposes to reduce the effects of adverse foreign exchange rate movements. We had previously purchased foreign exchange contracts to hedge against certain trade accounts receivable denominated in Japanese yen. The change in the fair value of the forward contracts was recognized as part of the related foreign currency transactions as they occur. As of ~~June 30, 2008,~~March 31, 2009, we had no outstanding commitments with respect to foreign exchange contracts.

InDuring the ~~three months ended June 30, 2008,~~first quarter of 2009, we recorded a net realized foreign exchange ~~losses~~loss of ~~$593,000,~~$28,000, included as part of other ~~expense~~income in our consolidated statements of operations. ~~The~~We incurred foreign currency transaction exchange gains and losses due to operations in general. It is uncertain whether these currency trends will continue. In the future we may experience foreign exchange losses ~~were primarily due to fluctuation in the Japanese Yen versus the U.S. dollar~~ on our ~~Yen-denominated accounts receivables.~~non-functional currency denominated receivables and payables to the extent that we have not mitigated our exposure utilizing foreign currency forward exchange contracts. Foreign exchange losses could have a materially adverse effect on our operating results and cash flows. During the ~~second~~first quarter of ~~2008,~~2009, we recorded unrealized foreign currency ~~gains~~loss of ~~$601,000~~$0.4 million, included in ~~cumulative~~the balance of accumulated other comprehensive income on our ~~condensed~~ consolidated balance ~~sheets.~~sheet.

In July 2005, China agreed to a shift in Chinese currency policy. It established a 2% revaluation of the renminbi and referenced the renminbi to a basket of currencies, with a daily trading band of +/-0.3%. Depending on market conditions and the state of the Chinese economy, it is possible that China will make more adjustments in the future. Over the next five to ten years, China may move to a managed float system, with opportunistic interventions. This reserve diversification may negatively impact the United States dollar and U.S. interest rates, which, in turn, could negatively impact our operating results and financial condition. The functional currency of our Chinese subsidiary, including our joint ventures, is the local currency; since most of our operations are conducted in China, most of our costs are incurred in Chinese currency, 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 these subsidiaries, as well as in translation of the assets and liabilities of these assets at each balance sheet date. These risks may be increased by the fluctuation and revaluation of the Chinese renminbi. If we do not effectively manage the risks associated with this currency risk, our revenue, cash flows and financial condition could be adversely affected.

Interest Rate Risk

Cash and cash equivalents 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):

Instrument	Balance as of June 30, 2008			Current Interest Rate		Projected Annual Interest Income/(Expense)			Proforma 10% Interest Rate Decline Income/(Expense)			Proforma 10% Interest Rate Increase Income/(Expense)			Balance as of March 31, 2009			Current Interest Rate		Projected Annual Interest Income/(Expense)			Proforma 10% Interest Rate Decline Income/(Expense)			Proforma 10% Interest Rate Increase Income/(Expense)
Cash	$	19,292		0.50	%	$	96		$	87		$	106		$	11,353		0.50	%	$	57		$	51		$	62
Cash equivalents															154			1.74		3			2			3
Investment in debt and equity instruments	24,098			2.38	%	574			516			631			20,960			4.29		899			809			989
Long-term debt	(6,400		)	3.00	%	(192		)	(173		)	(211		)
Line of credit															(3,000		)	1.78		(53		)	(48		)	(59		)
Tenant improvement loan															(552		)	4.00		(22		)	(20		)	(24		)
						$	478		$	430		$	526							$	884		$	794		$	971

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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 and cash equivalents, short-term investments, and trade accounts receivable. We invest primarily in money market accounts, commercial paper instruments, and investment grade securities. We are exposed to credit risks in the event of default by the issuers to the extent of the amount recorded on the 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. Our cash, cash equivalents and short-term investments are in high-quality securities placed with major banks and financial institutions and commercial paper. We have no investments in auction rate securities. As of March 31, 2009, we have approximately $21.0 million in principal protected notes with Citicorp Smith Barney with a fair value of approximately $21.0 million. We expect to decrease our exposure to Citicorp Smith Barney as these principal protected notes come due and the underlying assets are placed into diversified securities.

We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. Three customers each accounted for 10% or more of our trade accounts receivable balance as of March 31, 2009 at 38%, 13% and 10%, respectively.

Equity Risk

We maintain minority investments in two privately-held ~~companies.~~companies other than our strategic investments in private companies located in China. These minority investments in two privately-held companies 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 are accounted for ~~either~~ under the cost ~~method or under the equity~~ method as we do not have the ability to exercise significant influence over their operations. 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. As of ~~June 30, 2008,~~March 31, 2009, the minority investments ~~accounted for under the cost method~~ totaled $0.4 ~~million, while minority investments accounted for under the equity method totaled $3.4~~ million.

~~Table of Contents~~

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, our ~~Chief~~Principal Executive Officer and ~~Chief~~Principal Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such terms are defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our ~~Chief~~Principal Executive Officer and our ~~Chief~~Principal Financial Officer concluded that ~~the~~ our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control Over Financial Reporting

~~No change~~During the quarter ended March 31, 2009, we completed the following changes in our internal control over financial reporting, ~~was made~~or in ~~the three months ended June 30, 2008~~other factors, that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting:

28· Dr. Philip C. S. Yin resigned as chairman and chief executive officer of the Company and as a member of the Board of Directors. The Board of Directors invested Wilson W. Cheung, the Company’s Chief Financial Officer, with the responsibility of administering day-to-day operations following Dr. Yin’s resignation and authorized him to perform the functions of principal executive officer in addition to his function as Chief Financial Officer during the transition period pending the appointment of a successor Chief Executive Officer.

Subsequent to the completion of the quarter, we commenced implementation of further controls relating to employee business expenses, corporate gifts and business entertaining, and business development activities in connection with our ongoing effort to improve our control processes and corporate governance, and to monitor compliance with applicable rules and regulations. We also determined to continue additional regular training for our employees, first conducted in April 2008, concerning matters relating to understanding of and compliance with our code of conduct, our process for reporting matters to our audit committee, and compliance with applicable rules and regulations.

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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.

On October 15, 2004, a purported securities class action lawsuit was filed in the United States Court for the Northern District of California, City of Harper Woods Employees Retirement System v. AXT, Inc. et al., No. C 04 4362 MJJ. The Court consolidated the case with a subsequent related case and appointed a lead plaintiff. On April 5, 2005, the lead plaintiff filed a consolidated complaint, captioned as Morgan v. AXT, Inc. et al., No. C 04 4362 MJJ. The lawsuit named AXT, Inc. and our former chief technology officer as defendants, and was brought on behalf of a class of all purchasers of our securities from February 6, 2001 through April 27, 2004. The complaint alleged that we announced financial results during this period that were false and misleading. No specific amount of damages was claimed. On September 23, 2005, the Court granted our motion to dismiss the complaint, with leave to amend. The lead plaintiff filed an amended complaint, which we had moved to dismiss. On April 24, 2007, we reached a settlement of this litigation. On February 27, 2008, the district court approved the settlement, and subsequently entered a judgment of dismissal.

~~The claims of a former employee, Steve X. Chen, that his layoff was due to his race and national origin were resolved without cost to the Company.~~

Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2007.~~2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

AXT held its annual meeting of stockholders at its headquarters in Fremont, California on May 20, 2008. Of the 30,989,501 shares outstanding as of the record date, 26,007,714 shares were represented in person or by proxy at the meeting. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. At the meeting, AXT’s stockholders voted on the following matters:None

~~(1)~~ ~~Proposal to elect two class I directors to hold office for a three-year term, and until their successors are elected and qualified.~~

Class I directors

For

Abstain

Morris S. Young

24,691,881

1,265,833

David C. Chang

25,459,209

548,505

~~In addition, the term of office as directors of Dr. Philip C.S. Yin, Mr. Jesse Chen and Mr. Leonard LeBlanc continued after the meeting.~~

~~(2)~~ ~~Proposal to ratify the appointment of Burr, Pilger & Mayer LLP as independent registered public accounting firm for the fiscal year ending December 31, 2008~~

For

Against

Abstain

Burr, Pilger & Mayer LLP

25,918,343

64,463

24,908

~~Accordingly, both proposals were approved by the stockholders.~~

Item 5. Other Information

None

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Item 6. Exhibits

a. Exhibits

Exhibit Number		Description

3.1(1)		Restated Certificate of Incorporation

3.2(2)		Certificate of Designation, Preferences and Rights of Series A Preferred Stock.

3.3(3)		Second Amended and Restated By Laws

4.2(4)		Rights Agreement dated April 24, 2001 by and between AXT, Inc. and ComputerShare Trust Company, Inc.

~~10.28(5)~~10.33(5)		~~Lease~~Separation Agreement ~~executed July 2, 2008 by~~ and General Release of Claims between AXT, Inc. and ~~T. Drive Partners, L.P. a California partnership.~~Philip C.S. Yin.

31.1		Certification by ~~Chief~~Principal Executive Officer ~~Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification by Chief~~and Principal Financial ~~Officer~~ Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by ~~Chief~~Principal Executive Officer ~~Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~		~~Certification by Chief~~and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to the exhibit as of the same number as filed with the SEC in our Annual Report on Form 10-K for the year ended December 31, 1998.

(2) Incorporated by reference to Exhibit 3.1 to our Form 8-K as filed with the SEC on June 14, 1999.

(3) Incorporated by reference to Exhibit 3.4 to our Form 8-K as filed with the SEC on May 30, 2001.

(4) Incorporated by reference to the exhibit of the same number as filed with the SEC in our Form 8-K on May 30, 2001.

(5) Incorporated by reference to the exhibit of the same number as filed with the SEC in our Form 8-K on ~~July 8, 2008.~~April 20, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AXT, INC.

Dated: ~~August~~May 11, ~~2008~~2009	By:	/s/ ~~Philip C. S. Yin~~
		~~Philip C. S. Yin~~
		~~Chairman of the Board and~~ ~~Chief Executive Officer~~
		~~(Principal Executive Officer)~~

		~~/s/ Wilson~~WILSON W. ~~Cheung~~CHEUNG
		Wilson W. Cheung
		Chief Financial Officer
		and Corporate Secretary (Acting Principal Executive Officer and Principal Financial ~~and Accounting~~ Officer)

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EXHIBIT INDEX

Exhibit
Number		Description

3.1(1)		Restated Certificate of Incorporation

3.2(2)		Certificate of Designation, Preferences and Rights of Series A Preferred Stock (which is incorporated herein by reference to Exhibit 2.1 to the registrant’s form 8-K dated May 28, 1999).

3.3(3)		Second Amended and Restated By Laws

4.2(4)		Rights Agreement dated April 24, 2001 by and between AXT, Inc. and ComputerShare Trust Company, Inc.

~~10.28(5)~~10.33(5)		~~Lease~~Separation Agreement ~~executed July 2, 2008 by~~ and General Release of Claims between AXT, Inc. and ~~T. Drive Partners, L.P. a California partnership.~~Philip C.S. Yin.

31.1		Certification by ~~Chief~~Principal Executive Officer ~~Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification by Chief~~and Principal Financial ~~Officer~~ Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by ~~Chief~~Principal Executive Officer ~~Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~		~~Certification by Chief~~and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to the exhibit of the same number as filed with the SEC in our Annual Report on Form 10-K for the year ended December 31, 1998.

(2) Incorporated by reference to Exhibit 3.1 to our Form 8-K as filed with the SEC on June 14, 1999.

(3) Incorporated by reference to Exhibit 3.4 to our Form 8-K as filed with the SEC on May 30, 2001.

(4) Incorporated by reference to the exhibit of the same number as filed with the SEC in our Form 8-K on May 30, 2001

(5) Incorporated by reference to the exhibit as of the same number as filed with the SEC in our Form 8-K on ~~July 8, 2008.~~April 20, 2009.

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Class I directors	For	Abstain
Morris S. Young	24,691,881	1,265,833
David C. Chang	25,459,209	548,505

		For		Against		Abstain
Burr, Pilger & Mayer LLP		25,918,343		64,463		24,908