94 unchanged sentences
If we are unable to improve utilization levels at our facilities during periods of decreased demand and correctly manage capacity, the fixed expense levels will have an adverse effect on our business, financial condition and results of
−Removed: For example, in the three months ended March 31, 2023, our revenue dropped to $19.4 million and our gross margin was only 26.3%.
+Added: For example, in the three months ended June 30, 2023, our revenue dropped to $18.6 million and our gross margin was only 9.2%.
If we are unable to utilize the available capacity in our manufacturing facilities, we may need to implement a restructuring plan, which could have a material adverse effect on our revenue, our results of operations and our financial condition.
69 unchanged sentences
Approximately 12% of our revenue derives from importing our wafers into the United States.
−Removed: In the first quarter of 2023 we paid approximately $447,000 in tariffs.
+Added: In the first half of 2023 we paid approximately $701,000 in tariffs.
In the years ended December 31, 2022, 2021 and 2020 we paid approximately $3.3 million, $1.3 million and $1.3 million, respectively, in tariffs.
18 unchanged sentences
In the second quarter of 2022, our revenue totaled $39.5 million.
−Removed: In the fourth quarter of 2022, our revenue declined to $26.8 million and in the first quarter of 2023, our revenue further declined to $19.4 million.
+Added: In the fourth quarter of 2022, our revenue declined to $26.8 million and in the second quarter of 2023, our revenue further declined to $18.6 million.
If market conditions deteriorate, we may experience increased collection times and greater write-offs, either of which could have a material adverse effect on our profitability and our cash flow.
30 unchanged sentences
In the second quarter of 2022, our revenue totaled $39.5 million.
−Removed: In the fourth quarter of 2022 our revenue declined to $26.8 million and in the first quarter of 2023, our revenue further declined to $19.4 million.
+Added: In the fourth quarter of 2022 our revenue declined to $26.8 million and in the second quarter of 2023, our revenue further declined to $18.6 million.
We expect similar cycles of strong demand followed by lower demand will occur for various InP, GaAs or Ge substrates in the future.
224 unchanged sentences
Any such intervention or influence or change in the rules and regulations in China could result in a material change in our PRC operations and/or the value of our common stock.
−Removed: The PRC central government may also exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our common stock.
−Removed: The PRC central government may also exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our common stock.
−Removed: The PRC central government may also seek to significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.
−Removed: Dividends from within our corporate structure are subject to PRC withholding tax and SAFE approval.
−Removed: Occasionally, one of our PRC subsidiaries or PRC raw material joint ventures declares and pays a dividend.
−Removed: These dividends generally occur when the PRC joint venture declares a dividend for all of its shareholders.
−Removed: We have no current intentions to distribute to our investors earnings under our corporate structure.
−Removed: Dividends paid to the Company are subject to a 10% PRC withholding tax.
−Removed: The Company is required to obtain approval from SAFE to transfer funds in or out of the PRC.
−Removed: SAFE requires a valid agreement to approve the transfers, which are processed through a bank.
−Removed: Other than PRC foreign exchange restrictions, the Company is not subject to any PRC restrictions and limitations on its ability to distribute earnings from its businesses.
−Removed: If SAFE approval is denied the dividend payable to the Company would be owed but would not be paid.
−Removed: Our PRC subsidiaries and PRC joint ventures are subject to data security oversight.
−Removed: Our PRC subsidiaries and PRC joint ventures are subject to oversight by the Cyberspace Administration of China (the “CAC”) regarding data security.
−Removed: Except for routine personal information necessary to process payroll and other benefits and emergency contact information, our PRC subsidiaries and PRC joint ventures do not collect or maintain personal information.
−Removed: All of our products are manufactured in the PRC by our PRC subsidiaries and PRC joint ventures.
−Removed: Although we are neither a PRC operating company nor do we conduct our operations in China through the use of VIEs, cybersecurity is increasingly a focus of the central government and the CAC could require AXT to comply with PRC cybersecurity regulations, which could cause us to make changes to our operations that could materially harm our business, financial condition and results of operations.
Enhanced trade tariffs, import restrictions, export restrictions, Chinese regulations or other trade barriers may materially harm our business.
−Removed: All of our wafer substrates are manufactured in China and in the years 2022, 2021 and 2020, approximately 14%, 10% and 10% of our revenue were generated by sales to customers in North America, primarily in the U.S,
−Removed: respectively.
+Added: On July 3, 2023, China adopted new export control regulations on gallium- and germanium-related materials, effective as of August 1, 2023, which require Tongmei to proceed to immediately seek permits from the applicable Chinese authorities to export gallium and germanium substrate products.
+Added: Indium phosphide substrates are not included in the new export control regulations, and, therefore, exports of indium phosphide will not require export approvals as part of these regulations.
+Added: All of our wafer substrates are manufactured in China and in the years 2022, 2021 and 2020, approximately 14%, 10% and 10% of our revenue were generated by sales to customers in North America, primarily in the U.S, respectively.
In September 2018, the Trump Administration announced a list of thousands of categories of goods that became subject to tariffs when imported into the United States from China.
1 unchanged sentence
The initial tariff rate was 10% and subsequently was increased to 25%.
−Removed: In the first quarter of 2023 we paid approximately $447,000 in tariffs.
+Added: In the first half of 2023 we paid approximately $701,000 in tariffs.
In the years 2022, 2021 and 2020, we paid approximately $3.3 million, $1.3 million and $1.3 million, respectively, in tariffs.
9 unchanged sentences
Further, the continued threats of tariffs and other trade restrictions could have a generally disruptive impact on the global economy and, therefore, negatively impact our sales.
−Removed: In addition, we may incur increases in costs and other adverse business consequences, including losses of customers and revenue or decreased gross margins, due to changes in tariffs, import or export restrictions, further trade barriers, or unexpected changes in regulatory requirements.
−Removed: For example, in July 2012, we received notice of retroactive value-added taxes (VATs) levied by the tax authorities in China, which applied for the period from July 1, 2011 to June 30, 2012.
+Added: In addition, we may incur increases in costs and other adverse business consequences, including losses of customers and revenue or decreased gross margins, due to changes in tariffs, import or export restrictions, further trade
+Added: barriers, or unexpected changes in regulatory requirements..
+Added: In addition, in July 2012, we received notice of retroactive value-added taxes (VATs) levied by the tax authorities in China, which applied for the period from July 1, 2011 to June 30, 2012.
We expensed the retroactive VATs of approximately $1.3 million in the quarter ended June 30, 2012, which resulted in a decrease in our gross margins.
2 unchanged sentences
Any such changes could directly and materially adversely impact our financial results and general business condition.
+Added: The PRC central government may also exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our common stock.
+Added: The PRC central government may also exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our common stock.
+Added: The PRC central government may also seek to significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.
+Added: Dividends from within our corporate structure are subject to PRC withholding tax and SAFE approval.
+Added: Occasionally, one of our PRC subsidiaries or PRC raw material joint ventures declares and pays a dividend.
+Added: These dividends generally occur when the PRC joint venture declares a dividend for all of its shareholders.
+Added: We have no current intentions to distribute to our investors earnings under our corporate structure.
+Added: Dividends paid to the Company are subject to a 10% PRC withholding tax.
+Added: The Company is required to obtain approval from SAFE to transfer funds in or out of the PRC.
+Added: SAFE requires a valid agreement to approve the transfers, which are processed through a bank.
+Added: Other than PRC foreign exchange restrictions, the Company is not subject to any PRC restrictions and limitations on its ability to distribute earnings from its businesses.
+Added: If SAFE approval is denied the dividend payable to the Company would be owed but would not be paid.
+Added: Our PRC subsidiaries and PRC joint ventures are subject to data security oversight.
+Added: Our PRC subsidiaries and PRC joint ventures are subject to oversight by the Cyberspace Administration of China (the “CAC”) regarding data security.
+Added: Except for routine personal information necessary to process payroll and other benefits and emergency contact information, our PRC subsidiaries and PRC joint ventures do not collect or maintain personal information.
+Added: All of our products are manufactured in the PRC by our PRC subsidiaries and PRC joint ventures.
+Added: Although we are neither a PRC operating company nor do we conduct our operations in China through the use of VIEs, cybersecurity is increasingly a focus of the central government and the CAC could require AXT to comply with PRC cybersecurity regulations, which could cause us to make changes to our operations that could materially harm our business, financial condition and results of operations.
The spread of COVID-19 has affected our business operations and financial performance.
8 unchanged sentences
If there is a renewed surge of the COVID-19 pandemic in cities in which our PRC subsidiaries and PRC joint ventures are located, the Chinese government may require companies to close again.
−Removed: If one or more of our key suppliers is required to close for an extended period, we might not have enough raw material inventories to continue manufacturing operations.
+Added: If one or more of our key suppliers is required to close for an extended period, we might not have enough raw material inventories
+Added: to continue manufacturing operations.
In addition, travel restrictions between China and the U.S.
32 unchanged sentences
All of our manufacturing facilities and most of our suppliers are also located outside the United States.
−Removed: Managing our overseas operations presents challenges, including periodic regional economic downturns, trade balance issues, threats of trade wars, varying business conditions and demands, political instability, variations in enforcement of intellectual property and contract rights in different jurisdictions, differences in the ability to develop relationships with suppliers and other local businesses, changes in U.S.
+Added: Managing our overseas operations presents challenges, including periodic regional economic downturns, trade balance issues, threats of trade wars, varying business conditions and demands, political instability, variations in enforcement of intellectual property and contract rights in different jurisdictions, differences in the ability to develop relationships with
+Added: suppliers and other local businesses, changes in U.S.
and international laws and regulations, including U.S.
48 unchanged sentences
Uncertainty regarding the United States’ foreign policy, particularly with regards to China, could disrupt our business.
−Removed: We manufacture our substrates in China and, in 2022, approximately 86% of our sales were to customers located outside the United States.
+Added: We manufacture our substrates in China and, in the first half of 2023, approximately 88% of our sales were to customers located outside the United States.
Further, we have partial ownership of raw material companies in China as part of our supply chain.
6 unchanged sentences
If the government were to place additional restrictions on the transportation of materials, then our ability to transport our raw materials or products could be limited and result in manufacturing delays or bottlenecks at shipping ports, affecting our ability to deliver products to our customers.
−Removed: During periods of such restrictions, we may increase our stock of critical materials (such as arsenic, gallium and other items) for use during the period that these restrictions are likely to last, which will increase our use of cash and increase our inventory level.
+Added: During periods of such restrictions, we may increase our stock of critical materials (such as arsenic, gallium and other items) for use during the period that these restrictions are likely to last, which will increase our use of cash and increase our
+Added: inventory level.
Any of these restrictions could materially and adversely impact our results of operations and our financial condition.
60 unchanged sentences
investors) associated with investments in issuers based in China and summarizing enhanced disclosures the SEC recommends issuers based in China make regarding such risks.
−Removed: On March 18, 2021, the SEC adopted interim final rules to implement the HFCA Act, which requires the SEC to identify certain issuers that filed annual reports with audit reports issued by registered public accounting firms located in foreign jurisdictions and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in those jurisdictions (the “Commission-Identified Issuers”).
+Added: On March 18, 2021, the SEC
+Added: adopted interim final rules to implement the HFCA Act, which requires the SEC to identify certain issuers that filed annual reports with audit reports issued by registered public accounting firms located in foreign jurisdictions and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in those jurisdictions (the “Commission-Identified Issuers”).
Specifically, the SEC implemented the submission and disclosure requirements of the HFCA Act.
11 unchanged sentences
jurisdiction because of a position taken by one or more authorities in that jurisdiction and was approved by the SEC on November 5, 2021.
−Removed: On December 16, 2021, the PCAOB issued a report on its determinations that the PCAOB is unable
−Removed: to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong because of positions taken by PRC authorities in those jurisdictions.
+Added: On December 16, 2021, the PCAOB issued a report on its determinations that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong because of positions taken by PRC authorities in those jurisdictions.
Beginning in March 2022, the SEC listed companies on either its conclusive list of issuers identified under the HFCA Act or its provisional list of issuers identified under the HFCA Act.
46 unchanged sentences
A substantial percentage of our operating expenses are fixed, and we may be unable to adjust spending to compensate for an unexpected shortfall in revenue.
−Removed: As a result, any delay in generating revenue could cause our
−Removed: operating results to fall below the expectations of market analysts or investors, which could also cause our stock price to decline.
+Added: As a result, any delay in generating revenue could cause our operating results to fall below the expectations of market analysts or investors, which could also cause our stock price to decline.
If our operating results and financial performance do not meet the guidance that we have provided to the public, our stock price may decline.
20 unchanged sentences
Our common stock is listed on The Nasdaq Global Select Market.
−Removed: The bid price of our common stock has in the past closed below the $1.00 minimum per share bid price required for continued inclusion on The Nasdaq Global Select
−Removed: Market under Marketplace Rule 5450(a).
+Added: The bid price of our common stock has in the past closed below the $1.00 minimum per share bid price required for continued inclusion on The Nasdaq Global Select Market under Marketplace Rule 5450(a).
If the bid price of our common stock remains below $1.00 per share for thirty consecutive business days, we could be subject to delisting from the Nasdaq Global Select Market.
18 unchanged sentences
We could become subject to claims that we are infringing patent, trademark, copyright or other proprietary rights of others.
−Removed: We may incur expenses to defend ourselves against such claims or enter into cross license agreements that require us to pay royalty payments to resolve such claims.
+Added: We may incur expenses to
+Added: defend ourselves against such claims or enter into cross license agreements that require us to pay royalty payments to resolve such claims.
For example, in 2020, we and a competitor entered into a cross license and covenant agreement, which has a term that began on January 1, 2020 and expires on December 31, 2029.
38 unchanged sentences
Other current and/or former employees could bring litigation against us in the future.
−Removed: Although we have in place engineering, administrative and personnel protective equipment programs to address these issues, our ability to expand or continue to operate our present locations could be restricted or we could be required
−Removed: to acquire costly remediation equipment or incur other significant expenses if we were found liable for failure to comply with environmental and safety regulations.
+Added: Although we have in place engineering, administrative and personnel protective equipment programs to address these issues, our ability to expand or continue to operate our present locations could be restricted or we could be required to acquire costly remediation equipment or incur other significant expenses if we were found liable for failure to comply with environmental and safety regulations.
Existing or future changes in laws or regulations in the United States and China may require us to incur significant expenditures or liabilities, or may restrict our operations.
18 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.