What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-14 compared with 2024-03-15 · 102 added, 78 removed, 326 unchanged (36% of the section changed)

41 unchanged sentences

Foreign business practices generally require us to allow customer payment terms that are longer than those accepted in the United States.

In accordance with ASC 326-20’s current expected credit loss impairment model, we exercise judgment when determining the adequacy of our reserves as we evaluate historical bad debt trends, general economic conditions in the United States and internationally, and reasonable and supportable forecasts of future economic conditions.

In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments – Credit Losses current expected credit loss impairment model, we exercise judgment when determining the adequacy of our reserves as we evaluate historical credit loss trends, general economic conditions in the United States and internationally, and reasonable and supportable forecasts of future economic conditions.

Uncollectible receivables are recorded as provision for credit losses when a credit loss is expected through the establishment of an allowance, which would then be written off when all efforts to collect have been exhausted and recoveries are recognized when they are received.

As of December 31, 2023 and 2022, our accounts receivable, net balance was $19.3 million and $29.3 million, respectively, which was net of an allowance for credit losses of $579,000 and $307,000 as of December 31, 2023 and 2022, respectively.

During 2023, we increased the allowance for credit losses by $272,000.

During 2022, we increased the allowance for credit losses by $177,000 .

As of December 31, 2024 and 2023, our accounts receivable, net balance was $25.6 million and $19.3 million, respectively, which was net of an allowance of $147,000 and $579,000 as of December 31, 2024 and 2023, respectively.

During 2024, we decreased the allowance by $432,000.

During 2023, we increased the allowance by $272,000 .

If actual uncollectible accounts differ substantially from our estimates, revisions to the estimated allowance for credit losses would be required, which could have a material impact on our financial results for the future periods.

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As of December 31, 2024 and 2023, accrued product warranties totaled $451,000 and $703,000, respectively.

The increase in accrued product warranties is primarily attributable to increased claims for quality issues experienced by customers.

The decrease in accrued product warranties is primarily attributable to decreased claims for quality issues experienced by customers.

If actual warranty costs or pending new claims differ substantially from our estimates, revisions to the estimated warranty liability would be required, which could have a material impact on our financial condition and results of operations for future periods.

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Impairment of Investments

We classify marketable investments in debt securities as available-for-sale debt securities in accordance with Accounting Standards Codification (“ASC”) Topic 320, Investments—Debt Securities .

We classify marketable investments in debt securities as available-for-sale debt securities in accordance with ASC Topic 320, Investments—Debt Securities .

All available-for-sale debt securities with a quoted market value below cost (or adjusted cost) are reviewed in order to determine whether the decline is other-than-temporary.

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For the year ended December 31, 2023, we also divested our equity investment in a PRC joint venture.

The impairment and divesture resulted in a total of $1.9 million in impairment charges in our financial results.

The impairment and divesture resulted in a total of $1.9 million in impairment charges in our financial results for the year ended December 31, 2023.

For the years ended December 31, 2024 and 2022, we had no impairment charges.

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(see Note 1—Summary of Significant Accounting Policies—Stock-Based Compensation).

We account for income taxes in accordance with ASC topic 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities.

We account for income taxes in accordance with ASC Topic 740, Income Taxes , which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities.

ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized.

9 unchanged sentences

Our two raw material companies sell, among other items, purified gallium and pBN crucibles.

Economic Challenges, Risks and Uncertainties

In the first months of the year 2025, the Company has been impacted by escalating trade tensions and regulations.

On December 3, 2024, China issued further rules restricting exports of materials that can typically be used in military applications including antimony, gallium, germanium and other superhard materials.

Reciprocally, the United States increased tariffs on many items from China from 25% to 50%, effective January 1, 2025.

On February 1, 2025, the United States again increased the tariff on imports of many products from China, including our wafer substrates, to 60%.

On February 4, 2025, China added indium phosphide substrates to its export control list.

On March 4, 2025, the United States further increased the tariff on imports of many products, including our wafer substrates, to 70%.

Previously, as of August 1, 2023, Tongmei was required to secure permits from the applicable Chinese authorities to export gallium arsenide and germanium substrates.

Materials that could be used in military applications, specifically including weapons of mass destruction, are the primary focus.

We have little or no germanium exports to the U.S.

and historically a relatively small value of imports of gallium arsenide wafers into the U.S.

Our primary revenue generator derived from imports into the U.S.

is indium phosphide substrates.

In 2024, approximately 8% of our revenue was generated by sales to customers in the U.S.

To our knowledge, indium phosphide is rarely used in military applications and we can reasonably expect that export permits to ship our indium phosphide substrates to the U.S.

will be granted.

But since the requirement is new it will take at least several months from February 4, 2025 to have early applications processed.

The political tensions between China and the U.S.

remain high and tariffs and controls on exports are changing and fluid.

There can be no assurances that Tongmei will receive China permits to export our wafer substrates or that China will not adopt additional export control regulations that affect our business, financial condition and results of operations.

Reciprocally, there can be no assurance that the U.S.

will allow products to be imported into the U.S.

from China or what the tariff charge rate might be.

For additional discussion regarding these factors and other risks, please refer to “Item 1A.

Risk Factors – Risks Related to International Aspects of Our Business.

Operating Results

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We believe this supply chain arrangement provides us with pricing advantages, reliable supply and enhanced sourcing lead-times for key raw materials which are central to our final manufactured products.

Our annual revenue decreased in 2023 from $141.1 million in 2022 to $75.8 million in 2023 a decrease of 46.3%.

Our annual revenue increased in 2022 from $137.4 million in 2021 to $141.1 million in 2022 an increase of 2.7%.

Our annual revenue increased in 2021 from $95.4 million in 2020 to $137.4 million in 2021 an increase of 44.1%.

In 2023, our gross margin decreased from 36.9% of total revenue in 2022 to 17.6% of total revenue in 2023.

gross margin increased from 34.5% of total revenue in 2021 to 36.9% of total revenue in 2022.

In 2021, our gross margin increased from 31.7% of total revenue in 2020 to 34.5% of total revenue in 2021.

We believe we are now beginning to see a recovery in our markets.

We are seeing increased orders.

The gallium arsenide market, which was the first of our markets to go into a correction, appears to have largely worked through excess inventory.

Years Ended Dec.

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Total revenue

Revenue increased $23.6 million, or 31.1%, in 2024 from $75.8 million in 2023.

The $20.3 million increase in wafer substrate sales was the result of higher demand for InP wafer substrates for 5G applications, data center upgrades (silicon photonics) and consumer related applications, GaAs wafer substrates as the result of increased demand for LED products, industrial lasers and other applications requiring low defect densities in the wafer substrate and higher demand for our Ge wafer substrates from our customers in China.

The $3.3 million raw materials revenue increase as compared to the same period in 2023 was primarily the result of increased sales of purified gallium and increased revenue from pBN crucibles and pBN-based OLED manufacturing tools sold by BoYu, one of our consolidated raw material companies.

Revenue decreased $65.3 million, or 46.3%, in 2023 from $141.1 million in 2022.

1 unchanged sentence

The $1.7 million raw materials revenue decrease as compared to the same period in 2022 was primarily the result of decreased revenue from pBN crucibles and pBN-based OLED manufacturing tools sold by BoYu, one of our consolidated raw material companies, partially offset by increased sales of purified gallium.

Revenue increased $3.7 million, or 2.7%, in 2022 from $137.4 million in 2021.

The $8.1 million increase in wafer substrate sales was the result of strong demand for InP wafer substrates for 5G applications, data center upgrades (silicon photonics) and consumer related applications, partially offset by lower demand for our GaAs wafer substrates as the result of decreased demand for LED products, industrial lasers and other applications requiring low defect densities in the wafer substrate and lower demand for our Ge wafer substrates from our customers in China.

The $4.3 million raw materials revenue decrease as compared to the same period in 2021 was primarily the result of decreased revenue from sales of purified gallium and unfavorable pricing, partially offset by increased demand for pBN crucibles and pBN-based OLED manufacturing tools sold by BoYu, one of our consolidated raw material companies.

Revenue by Geographic Region

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Sales to customers located outside of North America represented approximately 92%, 90% and 86% of our revenue during 2024, 2023 and 2022, respectively.

Revenue from customers in China increased in 2024 by 41.1%, primarily due to higher demand for GaAs, InP and Ge wafer substrates used in wireless and LED applications, pBN crucibles sold by one of our consolidated subsidiaries and refined gallium sold by another of our consolidated subsidiaries.

Revenue from customers in Taiwan increased in 2024 by 63.0%, primarily due to higher demand for GaAs wafer substrates and InP wafer substrates used in wireless applications, partially offset by decreased demand for Ge wafer substrates.

Revenue from customers in Japan increased in 2024 by 7.3% as a result of higher demand for our InP wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries, partially offset by decreased demand for our GaAs wafers used in LED and wireless applications and refined gallium.

Revenue from customers in Asia Pacific decreased by 26.1% as a result of decreased demand for GaAs wafer substrates used in wireless applications and pBN crucibles sold by one of our consolidated subsidiaries, partially offset by increased demand for raw gallium.

Revenue from customers in Europe increased in 2024 by 11.8%, primarily due to higher demand for GaAs wafer substrates used in LED and wireless applications, InP and Ge wafer substrates, partially offset by lower demand for pBN crucibles sold by one of our consolidated subsidiaries.

Revenue from customers in North America increased in 2024 by 14.9% primarily due to higher demand for InP wafer substrates, partially offset by decreased demand for GaAs wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries.

Revenue from customers in China decreased in 2023 by 28.2%, primarily due to lower demand for Ge and InP wafer substrates and GaAs wafer substrates used in wireless and LED applications and pBN crucibles sold by one of our consolidated subsidiaries, partially offset by increased demand for refined gallium.

Revenue from customers in Taiwan decreased in 2023 by 69.9%, primarily due to lower demand for InP wafer substrates and GaAs wafer substrates used in wireless applications, partially offset by increased demand for Ge wafer substrates.

Revenue from customers in Taiwan decreased in 2023 by 69.9%, primarily due to lower demand for InP wafer substrates and GaAs wafer substrates used in

wireless applications, partially offset by increased demand for Ge wafer substrates.

Revenue from customers in Japan decreased in 2023 by 60.4% as a result of lower demand for InP and Ge wafer substrates, GaAs wafer substrates used in LED and wireless applications, pBN crucibles sold by one of our consolidated subsidiaries and refined gallium.

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Revenue from customers in North America decreased in 2023 by 67.7% primarily due to lower demand for InP wafer substrates and GaAs wafer substrates used in LED and wireless applications, partially offset by increased demand for pBN crucibles sold by one of our consolidated subsidiaries.

Revenue from customers in China decreased in 2022 by 17.8%, primarily due to lower demand for refined gallium and pBN crucibles sold by our consolidated subsidiaries.

In addition, revenue from InP and Ge wafer substrates decreased, partially offset by increased demand for GaAs wafer substrates.

Revenue from customers in Taiwan increased in 2022 by 70.9%, primarily due to an increase in demand for InP wafer substrates, partially offset by a decline in wireless applications using GaAs wafer substrates.

Revenue from customers in Japan increased in 2022 by 15.9% as a result of increased demand for refined gallium and pBN crucibles sold by our consolidated subsidiaries, partially offset by lower demand for GaAs wafer substrates used in wireless applications.

Revenue from customers in Asia Pacific decreased by 44.5% as a result of decreased demand for GaAs used in wireless applications, InP wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries.

Revenue from customers in Europe decreased in 2022 by 10.7%, primarily due to lower demand for GaAs wafer substrates used in LED applications, Ge wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries, partially offset by increased demand for InP wafer substrates.

Revenue from customers in North America increased by 64.2% primarily due to increased demand for our

InP wafer substrates and pBN crucibles sold by one of our consolidated subsidiaries, partially offset by lower demand for our GaAs and Ge wafer substrates.

Year Ended Dec.

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Gross Profit %

Gross profit decreased $38.8 million in 2023 as compared to 2022.

Gross margin in 2023 was 17.6% as compared to 36.9% in 2022.

The decrease in gross profit is attributed to lower revenue resulting in fixed costs being spread over less units and an unfavorable change in product mix.

Gross profit increased $10.5 million in 2024 as compared to 2023.

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The increase in gross profit is attributed to higher revenue resulting in fixed costs being spread over more units and a favorable change in product mix.

Gross profit decreased $38.8 million in 2023 as compared to 2022.

Gross margin in 2023 was 17.6% as compared to 36.9% in 2022.

The decrease in gross profit is attributed to lower revenue resulting in fixed costs being spread over less units and an unfavorable change in product mix.

Selling, General and Administrative Expenses

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% of total revenue

Selling, general and administrative expenses increased $1.3 million, or 5.7%, to $24.1 million for 2024 compared to $22.8 million for 2023.

The higher selling, general and administrative expenses were primarily from higher legal expenses, professional service expenses and outside commissions, partially offset by lower insurance costs and allowance for credit losses.

Selling, general and administrative expenses decreased $2.8 million, or 11.1%, to $22.8 million for 2023 compared to $25.7 million for 2022.

The lower selling, general and administrative expenses were primarily from lower personnel-related expenses, stock compensation expenses and outside commissions, partially offset by higher professional service expenses and D&O insurance costs.

Selling, general and administrative expenses increased $1.5 million, or 6.1%, to $25.7 million for 2022 compared to $24.2 million for 2021.

The higher selling, general and administrative expenses were primarily from higher personnel-related expenses, professional services, stock compensation expenses, and bad debt expense, partially offset by lower license and fees and outside commissions.

Research and Development Expenses

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% of total revenue

Research and development expenses increased $2.5 million, or 20.4%, to $14.5 million in 2024 from $12.1 million in 2023.

The increase in research and development expenses in 2024 was primarily due to higher development expenses for 8-inch GaAs and 6-inch InP wafer substrates and the development of new features for certain of our GaAs and InP wafer substrates and new product testing, partially offset by lower personnel-related expenses.

Research and development expenses decreased $1.8 million, or 13.2%, to $12.1 million in 2023 from $13.9 million in 2022.

The decrease in research and development expenses in 2023 was primarily due to lower personnel-related expenses and development expenses for 8-inch GaAs and 6-inch InP wafer substrates and the development of new features for certain of our GaAs and InP wafer substrates and new product testing.

Research and development expenses increased $3.6 million, or 34.7%, to $13.9 million in 2022 from $10.3 million in 2021.

The increase in research and development expenses in 2022 was primarily due to higher development expenses for 8-inch GaAs and 6-inch InP wafer substrates, the development of new features for certain of our GaAs and InP wafer substrates and new product testing and personnel-related expenses.

Interest Expense, Net

3 unchanged sentences

% of total revenue

Interest expense, net increased in 2023 as compared to the same period in 2022, primarily due to lower investment balances in 2023 and increased borrowings in 2023.

Interest expense, net decreased in 2024 as compared to the same period in 2023, primarily due to decreased borrowings in 2024.

Interest expense, net increased in 2023 as compared to the same period in 2022, primarily due to lower investment balances in 2023 and increased borrowings in 2023.

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Equity in income of unconsolidated joint ventures is the aggregate net income (loss) from our minority-owned supply chain joint venture companies that are not consolidated.

Equity in income of unconsolidated joint ventures decreased $4.1 million to an income of $1.9 million in 2023 from an income of $6.0 million in 2022 as our unconsolidated joint ventures reported worse performance in 2023 as compared to 2022.

Equity in income of unconsolidated joint ventures increased $1.6 million to an income of $3.4 million in 2024 from an income of $1.9 million in 2023 as our unconsolidated joint ventures reported better net income in 2024 as compared to 2023.

The decreased income in 2023 includes total impairment charges of $1.9 million on two of our equity investments.

Equity in income of unconsolidated joint ventures increased $1.5 million to an income of $6.0 million in 2022 from an income of $4.4 million in 2021 as our unconsolidated joint ventures reported better performance in 2022 as compared to 2021.

Other Income, Net

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% of total revenue

Other income, net decreased $0.1 million to an income of $2.0 million for 2024 as compared to an income of $2.2 million in 2023, primarily due to foreign exchange gains of $0.1 million in 2024 compared to foreign exchange gains of $0.2 million in 2023.

Other income, net decreased $1.3 million to an income of $2.2 million for 2023 as compared to an income of $3.5 million in 2022, primarily due to foreign exchange gains of $0.2 million in 2023 compared to foreign exchange gains of $1.6 million in 2022 and compensation received from the China government by one of our consolidated subsidiaries for relocating its facilities to Kazuo in 2022.

Other income, net increased $3.0 million to an income of $3.5 million for 2022 as compared to an income of $0.5 million in 2021, primarily due to foreign exchange gains of $1.6 million in 2022 compared to foreign exchange

losses of $434,000 in 2021 and compensation received from the China government by one of our consolidated subsidiaries for relocating its facilities to Kazuo in 2022 as compared to 2021.

Provision for Income Taxes

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Additionally, there is uncertainty of generating future profit in the U.S., which has resulted in our deferred tax assets being fully reserved.

We did not incur any federal income tax liability for AXT-Tongmei in 2023, due to its financial loss.

AXT-Tongmei incurred approximately $3,000 in federal income tax liability for the year ended December 31, 2024.

Our estimated tax rate can vary greatly from year to year because of the change or benefit in the mix of taxable income between our U.S.

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% of total revenue

The decrease in noncontrolling interests and redeemable noncontrolling interests’ share of loss for 2024 as compared to 2023 was primarily due to reduced losses at four of our consolidated subsidiaries in China and by a profit from our other consolidated subsidiary in China.

The decrease in noncontrolling interests and redeemable noncontrolling interests’ share of income to a loss for 2023 as compared to 2022 was primarily due to losses at four of our consolidated subsidiaries in China, partially offset by a profit from our other consolidated subsidiary in China.

The increase in noncontrolling interests and redeemable noncontrolling interests’ share of income for 2022 as compared to 2021 was primarily due to the structural changes of the legal entities in China (see Note 1 to our consolidated financial statements) and to a lesser degree, losses generated by our consolidated subsidiary, ChaoYang XinMei.

Liquidity and Capital Resources

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Effect of exchange rate changes

Net change in cash, restricted cash and cash equivalents

Net change in cash and restricted cash

Cash, restricted cash and cash equivalents—beginning year

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Total cash, restricted cash and cash equivalents, short-term and long-term investments decreased by $18.4 million in 2024.

As of December 31, 2024, our principal source of liquidity was cash, restricted cash and cash equivalents of $33.8 million.

In 2024, cash, restricted cash and cash equivalents decreased by $16.3 million and short-term investments decreased by $2.1 million.

The decrease in cash, restricted cash and cash equivalents of $16.3 million in 2024 was primarily due to net cash used in operating activities of $12.1 million, investing activities of $4.4 million and net cash used in financing activities of $0.5 million, partially offset by the positive effect of exchange rate changes of $0.8 million.

Total cash, restricted cash and cash equivalents, short-term and long-term investments decreased by $0.6 million in 2023.

As of December 31, 2023, our principal source of liquidity was $52.3 million, which consisted of cash, restricted cash and cash equivalents of $50.1 million and short-term investments of $2.1 million.

1 unchanged sentence

The increase in cash, restricted cash and cash equivalents of $8.8 million in 2023 was primarily due to net cash provided by operating activities of $3.4 million and financing activities of $8.6 million, partially offset by net cash used in investing activities of $2.6 million and the effect of exchange rate changes of $0.6 million.

Total cash, restricted cash and cash equivalents, short-term and long-term investments increased by $1.0 million in 2022.

As of December 31, 2022, our principal source of liquidity was $52.8 million, which consisted of cash, restricted cash and cash equivalents of $41.3 million and short-term and long-term investments of $11.5 million.

In 2022, cash, restricted cash and cash equivalents increased by $4.6 million and short-term and long-term investments decreased by $3.5 million.

The increase in cash, restricted cash and cash equivalents of $4.6 million in 2022 was primarily due to net cash provided by financing activities of $38.0 million and the effect of exchange rate changes of $0.5 million, partially offset by net cash used in investing activities of $25.2 million and operating activities of $8.8 million.

Net cash provided by operating activities of $3.4 million for 2023 was primarily comprised of net change in operating assets and liabilities of $7.0 million, adjustment of non-cash items of depreciation and amortization of $8.7 million, return of equity method investments (dividends) of $4.3 million, stock-based compensation of $3.5 million, deferred tax assets of $0.6 million, provision for credit losses of $0.3 million and loss on sale of equity investment of $0.2 million, offset in part by our net loss of $19.2 million and income from equity method investments of $2.1 million.

Net cash used in operating activities of $12.1 million for 2024 was primarily comprised of our net loss of $11.8 million, net change in operating assets and liabilities of $11.7 million and income from equity method investments of $3.4 million, partially offset by adjustment of non-cash items of depreciation and amortization of $9.0 million, return of equity method investments (dividends) of $2.4 million, stock-based compensation of $3.1 million, deferred tax assets of $0.3 million and loss on disposal of equipment of $0.1 million.

The $11.7 million net change in operating assets and liabilities primarily resulted from an increase in accounts receivable of $6.9 million, a $6.0 million increase in prepaid expenses and other current assets, a $3.4 million decrease in other long-term liabilities, including royalties, and a $0.7 million increase in inventories, partially offset by an increase in accounts payable of $3.0 million, a $1.3 million decrease in other assets, and a $1.0 million increase in accrued liabilities.

Net cash used in operating activities of $3.4 million for 2023 was primarily comprised of net change in operating assets and liabilities of $7.0 million, adjustment of non-cash items of depreciation and amortization of $8.7 million, return of equity method investments (dividends) of $4.3 million, stock-based compensation of $3.5 million, deferred tax assets of $0.6 million, provision for credit losses of $0.3 million and loss on sale of equity investment of $0.2 million, offset in part by our net loss of $19.2 million and income from equity method investments of $2.1 million.

The $7.0 million net change in operating assets and liabilities primarily resulted from a decrease in accounts receivable of $9.3 million, a $1.1 million decrease in inventories and a $0.4 million decrease in other assets, offset in part by a $1.9 million decrease in accrued liabilities, a $1.0 million decrease in other long-term liabilities, including royalties, a $0.7 million increase in prepaid expenses and other current assets, and a decrease in accounts payable of $0.2 million.

Net cash used in operating activities of $8.8 million for 2022 was primarily comprised of net change in operating assets and liabilities of $35.2 million, gain on equity method investments of $6.0 million offset in part by our net income of $18.7 million, adjustment of non-cash items of depreciation and amortization of $8.1 million, stock-based compensation of $4.0 million, return of equity method investments (dividends) of $1.6 million, and amortization of

marketable securities premium of $0.1 million.

The $35.2 million net change in operating assets and liabilities primarily resulted from a $31.4 million increase in inventories, a $5.5 million decrease in accounts payable, a $3.5 million increase in prepaid expenses and other current assets, a $2.1 million decrease in accrued liabilities, and a $0.5 million increase in other assets offset in part by a $4.5 million decrease in accounts receivable and a $3.3 million increase in other long-term liabilities, including royalties.

Net cash used in operating activities of $3.3 million for 2021 was primarily comprised of net change in operating assets and liabilities of $30.3 million and gain on equity method investments of $4.4 million, offset in part by our net income of $16.5 million, adjustment of non-cash items of depreciation and amortization of $7.1 million, stock-based compensation of $4.5 million, deferred tax assets of $2.3 million, return of equity method investments (dividends) of $0.8 million and amortization of marketable securities premium of $0.1 million.

The $30.3 million net change in operating assets and liabilities primarily resulted from a $12.4 million increase in inventories, a $9.7 million increase in accounts receivable, a $6.3 million increase in other assets, a $3.4 million decrease in accrued liabilities, a $1.2 million decrease in other long-term liabilities, including royalties, and a $0.8 million increase in prepaid expenses and other current assets, offset in part by a $3.6 million increase in accounts payable.

Net cash used in investing activities of $4.4 million for 2024 was primarily due to property, plant and equipment of $5.8 million in preparation for our new manufacturing sites, additional equipment for our Beijing site and equipment and facility costs incurred by our consolidated subsidiaries and investments in non-marketable equity investments of $0.8 million, which were partially offset by proceeds from maturities and sales of available-for-sale debt securities of $2.2 million.

Net cash used in investing activities of $2.6 million for 2023 was primarily due to property, plant and equipment of $10.5 million in preparation for our new manufacturing sites, additional equipment for our Beijing site and equipment and facility costs incurred by our consolidated subsidiaries and investments in non-marketable equity investments of $2.5 million, which were partially offset by proceeds from maturities and sales of available-for-sale debt securities of $9.6 million and proceeds from sales of equity securities of $0.8 million.

Net cash used in investing activities of $25.2 million for 2022 was primarily due to property, plant and equipment of $28.5 million in preparation for our new manufacturing sites, additional equipment for our Beijing site and equipment and facility costs incurred by our consolidated subsidiaries and the purchases of marketable investment securities of $2.2 million, which were partially offset by proceeds from maturities and sales of available-for-sale debt securities of $5.4 million.

Net cash used in investing activities of $38.8 million for 2021 was primarily due to property, plant and equipment of $29.6 million in preparation for our new manufacturing sites, additional equipment for our Beijing site and equipment and facility costs incurred by our consolidated subsidiaries and the purchases of marketable investment securities of $9.6 million, which were partially offset by proceeds from maturities and sales of available-for-sale debt securities of $0.5 million.

Net cash used in financing activities was $0.5 million for 2024 which mainly consisted of payments on short-term loans of $60.0 million and payments on long term loans of $0.8 million, which were partially offset by the proceeds of $54.5 million from short-term loans in China, and $5.8 million from long-term loans in China.

Net cash provided by financing activities was $8.6 million for 2023 which mainly consisted of the proceeds of $56.5 million from short-term loans in China, $0.7 million from the capital increase in subsidiary shares from noncontrolling interest, and $0.6 million from a long-term loan in China, which were partially offset by payments on short-term loans of $49.2 million.

Net cash provided by financing activities was $38.0 million for 2022 which mainly consisted of the proceeds of $53.1 million from short-term loans in China, $2.2 million from the capital increase in subsidiary shares from noncontrolling interest, and $0.5 million from the exercise of common stock options, which were partially offset by payments on short-term loans of $17.8 million.

Net cash provided by financing activities was $5.7 million for 2021 which mainly consisted of the proceeds of $20.5 million from short-term loans in China, $1.8 million from short-term loan from noncontrolling interest, $1.7 million from the exercise of common stock options, $1.3 million from the formation of new subsidiary with noncontrolling interests and $0.5 million from sale of Tongmei shares to noncontrolling interests, which were partially offset by payments on short-term loans of $19.1 million and $1.1 million of issuance costs in connection with issuance of Tongmei common stock to redeemable noncontrolling interests.

On October 27, 2014, our Board of Directors approved a stock repurchase program pursuant to which we may repurchase up to $5.0 million of our outstanding common stock.

These repurchases can be made from time to time in the open market and are funded from our existing cash balances and cash generated from operations.

During 2015, we

repurchased approximately 908,000 shares at an average price of $2.52 per share for a total purchase price of approximately $2.3 million under the stock repurchase program.

These repurchases can be made from time to time in the

open market and are funded from our existing cash balances and cash generated from operations.

During 2015, we repurchased approximately 908,000 shares at an average price of $2.52 per share for a total purchase price of approximately $2.3 million under the stock repurchase program.

No shares were repurchased during 2024, 2023 and 2022 under this program.

16 unchanged sentences

If SAFE approval is denied the dividend payable to the Company would be owed but would not be paid.

For the years ended December 31, 2023, 2022 and 2021, the aggregate dividends paid to us, directly or to an intermediate entity within our corporate structure, by our PRC subsidiaries and PRC raw material joint ventures were approximately $4.3 million, $2.9 million and $774,000, respectively.

In June 2021, we received a dividend of $774,000, from one of our equity investments, Xiaoyi XingAn Gallium Co., Ltd.

(“Xiaoyi XingAn”).

In June 2022, July 2022 and August 2022, we received a dividend of $1.3 million from BoYu, $1.5 million from Xiaoyi XingAn and $0.1 million from one of our equity investments, JiYa Semiconductor Material Co.

For the years ended December 31, 2024, 2023 and 2022, the aggregate dividends paid to us, directly or to an intermediate entity within our corporate structure, by our PRC subsidiaries and PRC raw material joint ventures were approximately $2.4 million, $4.3 million and $2.9 million, respectively.

In June 2022, July 2022 and August 2022, we received a dividend of $1.3 million from BoYu, $1.5 million from one of our equity investments, Xiaoyi XingAn Gallium Co., Ltd.

(“Xiaoyi XingAn”) and $0.1 million from one of our equity investments, JiYa Semiconductor Material Co.

(“JiYa”), respectively.

In April 2023 and November 2023, Xiaoyi XingAn distributed a dividend of $1.8 million, and JiYa distributed dividends of $2.0 million and $0.5 million, respectively.

In May 2024 and November 2024, Xiaoyi XingAn distributed a $2.1 million dividend to us, and JiYa distributed a dividend of 0.3 million.

For the years ended December 31, 2024 and 2023, there were no dividends paid to minority shareholders by our PRC subsidiaries or PRC raw material joint ventures.

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The Shanghai Stock Exchange approved the IPO application on July 12, 2022.

On August 1, 2022, the CSRC accepted for review Tongmei’s IPO application.

1, 2022, the CSRC accepted for review Tongmei’s IPO application.

The STAR Market IPO remains subject to review and approval by the CSRC and other authorities.

The process of going public on the STAR Market includes several

periods of review and, therefore, is a lengthy process.

The process of going public on the STAR Market includes several periods of review and, therefore, is a lengthy process.

Subject to review and approval by the CSRC and other authorities, Tongmei hopes to accomplish this goal in the coming months.

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public company.

We believe that we have adequate cash and investments to meet our operating needs and capital expenditures over the next twelve months.

We believe that we have adequate cash to meet our operating needs and capital expenditures over the next twelve months.

If our sales decrease, however, our ability to generate cash from operations will be adversely affected which could adversely affect our future liquidity, require us to use cash at a more rapid rate than expected, and require us to seek additional capital.

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Bank Loans and Line of Credit

Our bank loans and credit facilities typically have a term of 12 months or less and are included in “Bank loan” in our consolidated balance sheets.

The following table represents bank loans as of December 31, 2023 and 2022 (in thousands, except interest rate data):

Our bank loans and credit facilities typically have a term of 12 months or less and are included in “Short-term loan” in our consolidated balance sheets.

The following table represents Short-term bank loans as of December 31, 2024 and 2023 (in thousands, except interest rate data):

Bank of China (1)

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Bank of Communications (1)

Bank of Communications (5)

China Merchants Bank (1)

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NanJing Bank (1)

China Citic Bank (1)

Agricultural Bank of China (1)

Industrial and Commercial Bank of China (4)

Industrial and Commercial Bank of China (1)

Bank of China (1)

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Bank of Communications (1)

NanJing Bank (1)

Collateral for the above bank loans and line of credit

(1) Baoding Tongmei’s land use rights and all of its buildings located at its facility in Dingxing, China.

(2) ChaoYang Tongmei’s land use rights and all of its buildings located at its facility in Kazuo, China.

(1) Not collateralized.

(2) ChaoYang LiMei time deposit.

(3) AXT time deposit.

(5) Not collateralized.

(4) BoYu’s land use rights and its building located at its facility in Tianjin, China.

In addition, the December 2023 loan attracts a guarantee fee amounting to 0.7% of the loan amount.

(5) Baoding Tongmei’s land use rights and its building located at its facility in Dingxing, China.

In addition, the loan attracts a guarantee fee

amounting to 1.0% of the loan amount.

On January 30, 2024, the Company secured a new line of credit amounting to $9.7 million, structured as a five-year bank loan.

The credit facility bears interest at a rate of 6.5% per annum on the amount drawn from the line of credit.

The credit facility is collateralized by the real estate properties owned by ChaoYang Tongmei.

In January 2024, the Company borrowed $5.8 million against the credit facility.

The intended use of the credit facility is for construction of fixed assets.

As of December 31, 2024, $5.2 million is included in “Other long-term liabilities” and $411,000 is included in “Short-term loans” in our consolidated balance sheets.

In December 2023, one of our consolidated subsidiaries, ChaoYang XinMei secured a loan of approximately $2.1 million from an unrelated financing company.

According to the agreement, ChaoYang XinMei temporarily transferred ownership of its production line and related equipment to the financing company, while retaining the right to use the property for production.

At the end of the 30-month contractual period, ChaoYang XinMei holds the option to repurchase the production line and related equipment for $14.00.

As of December 31, 2024, $619,000 is included in “Other long-term liabilities” and $890,000 is included in “Short-term loans” in our consolidated balance sheets.

Off-Balance Sheet Arrangements

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Contractual Obligations

We lease certain equipment, office space, warehouse and facilities under long-term operating leases expiring at various dates through July 2029.

We lease certain equipment, office space, warehouse and facilities under long-term operating leases expiring at various dates through November 2029.

The majority of our lease obligations relate to our lease agreement for our facility in Fremont, California with approximately 19,467 square feet, which was scheduled to expire in 2020.

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There are no variable lease payments, residual value guarantees or any restrictions or covenants imposed by the facility lease.

The remainder relate to our lease agreement for a nitrogen system to be used during the manufacturing process for our facility in Dingxing, China.

The remainder relate to our lease agreements for a nitrogen system and a facility.

The nitrogen system is used during the manufacturing process by our facility in Dingxing, China.

The equipment lease became effective in August 2019 and will expire in July 2029.

The facility, located in Tongzhou, China, has a lease effective from December 2024 and expiring in November 2029.

There are no variable lease payments, residual value guarantees or any restrictions or covenants imposed by the equipment lease.

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For the years ended December 31, 2024 and 2023, the royalty expense under the Cross License Agreement was not considered material to our consolidated financial statements.

In December 2023, one of our consolidated subsidiaries, ChaoYang XinMei secured a loan of approximately $2.1 million from an unrelated financing company.

At the end of the 30-month contractual period, ChaoYang XinMei holds the option to repurchase the production line and related equipment for $14.00.

As of December 31, 2023, $2.1 million associated with this financing arrangement is included in Other long-term liabilities in our consolidated balance sheets.

Land Purchase and Investment Agreement

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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.

What changed 10-K

Item 7. Management’s Discussion and Analysis