<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 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, 1999
or
[ ] 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 0-24085
--------------------
AMERICAN XTAL TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3031310
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4311 SOLAR WAY, 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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at June 30, 1999
----- ----------------------------
<S> <C>
Common Stock, $.001 par value 18,622,240
</TABLE>
================================================================================
<PAGE> 2
AMERICAN XTAL TECHNOLOGY, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets at June 30, 1999 and
December 31, 1998
Condensed Consolidated Statements of Operations for the
three and six months ended June 30, 1998 and 1999
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 and 1999
Notes To Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN XTAL TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
--------- ------------
<S> <C> <C>
Assets:
Current assets
Cash and cash equivalents $ 10,204 $ 16,438
Accounts receivable, net of allowance for doubtful
accounts of $1,819 and $1,648 15,818 12,428
Inventories (Note 3) 30,777 25,300
Prepaid expenses and other current assets 5,153 3,271
Deferred income taxes 1,670 1,670
--------- ---------
Total current assets 63,622 59,107
Property, plant and equipment 40,348 37,624
Other assets 1,324 1,927
Goodwill 2,543 2,843
--------- ---------
Total assets $ 107,837 $ 101,501
========= =========
Liabilities and Stockholders' Equity:
Current liabilities
Short-term bank borrowing $ 5,409 $ 3,339
Accounts payable 8,888 8,762
Accrued liabilities 5,429 2,219
Current portion of long-term debt 4,375 3,925
--------- ---------
Total current liabilities 24,101 18,245
Long-term debt, net of current portion 21,853 22,270
Notes payable to officers 411 604
--------- ---------
Total liabilities 46,365 41,119
--------- ---------
Stockholders' equity:
Preferred stock 4,000 4,000
Common stock 45,626 45,266
Deferred compensation (272) (327)
Retained earnings 12,137 11,416
Cumulative translation adjustments (19) 27
--------- ---------
Total stockholders' equity 61,472 60,382
--------- ---------
Total liabilities and stockholders' equity $ 107,837 $ 101,501
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 4
AMERICAN XTAL TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Product revenues $ 20,633 $ 13,035 $ 39,239 $ 25,729
Contract revenues 392 497 809 989
-------- -------- -------- --------
Total revenues 21,025 13,532 40,048 26,718
Cost of revenues:
Cost of product revenues 12,404 8,971 25,175 16,850
Cost of contract revenues 175 218 409 483
-------- -------- -------- --------
Total cost of revenues 12,579 9,189 25,584 17,333
Gross profit 8,446 4,343 14,464 9,385
Operating expenses:
Selling, general and administrative 2,634 2,238 6,086 4,698
Research and development 637 714 1,173 1,354
Merger costs and expenses 2,810 -- 2,810 --
-------- -------- -------- --------
Total operating expenses 6,081 2,952 10,069 6,052
-------- -------- -------- --------
Income from operations 2,365 1,391 4,395 3,333
Interest expense (763) (274) (1,388) (512)
Interest and other income 53 (48) 678 (29)
-------- -------- -------- --------
Income before provision for income taxes 1,655 1,069 3,685 2,792
Provision for income taxes 1,685 438 2,456 1,145
-------- -------- -------- --------
Net Income (loss) before extraordinary item (30) 631 1,229 1,647
Extraordinary item from early
extinguishment of debt net of tax benefits (508) -- (508) --
-------- -------- -------- --------
Net Income (loss) $ (538) $ 631 $ 721 $ 1,647
======== ======== ======== ========
Basic income/(loss) per share:
Income before extraordinary item $ (0.00) $ 0.04 $ 0.07 $ 0.11
Extraordinary item (0.03) -- (0.03) --
-------- -------- -------- --------
Net income $ (0.03) $ 0.04 $ 0.04 $ 0.11
======== ======== ======== ========
Diluted income/(loss) per share:
Income before extraordinary item $ (0.00) $ 0.04 $ 0.06 $ 0.11
Extraordinary item (0.03) -- (0.02) --
-------- -------- -------- --------
Net income $ (0.03) $ 0.04 $ 0.04 $ 0.11
======== ======== ======== ========
Shares used in net income share calculations:
Basic 18,620 15,075 18,601 14,495
Diluted 18,620 15,878 19,724 15,298
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 5
AMERICAN XTAL TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income: $ 721 $ 1,647
Adjustments to reconcile net income to cash used in
operations:
Depreciation and amortization 1,439 1,107
Deferred income taxes -- (528)
Stock compensation 55 (182)
Changes in assets and liabilities:
Services provided by shareholders (211) --
Accounts receivable (3,390) (405)
Inventories (5,477) (1,004)
Prepaid expenses and other current assets (980) (1,845)
Accounts payable 126 (932)
Accrued liabilities 3,661 1,438
-------- --------
Net cash provided by (used in) operating activities (4,056) 704
-------- --------
CASH FLOWS FROM PURCHASE OF PROPERTY, PLANT AND EQUIPMENT:
Purchase of property, plant and equipment (4,348) (12,817)
-------- --------
Net cash used in investing activities (4,348) (12,817)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments of):
Issuance of common stock 756 34,764
Issuance of preferred stock -- (8,553)
Short-term bank borrowings 2,070 2,059
Long-term debt borrowings (610) 634
-------- --------
Net cash provided by financing activities 2,216 28,904
-------- --------
Effect of exchange rate changes (46) 34
-------- --------
Net increase in cash and cash equivalents (6,234) 15,417
Cash and cash equivalents at the beginning of the period 16,438 3,199
-------- --------
Cash and cash equivalents at the end of the period $ 10,204 $ 18,616
======== ========
SUPPLEMENTAL DISCLOSURES:
Interest paid $ 795 $ 512
======== ========
Income taxes paid $ 1,867 $ 1,380
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE> 6
AMERICAN XTAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
as of December 31, 1998 and June 30, 1999, and for the three and six months
ended June 30, 1998 and 1999 have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation of the Company's financial
position, results of operations and cash flows as of June 30, 1999 and for the
three and six months ended June 30, 1998 and 1999 have been included. Operating
results for the three and six months ended June 30, 1999 are not necessarily
indicative of the result that may be expected for the year ended December 31,
1999. These unaudited condensed consolidated financial statements and notes
thereto should be read in conjunction with the consolidated financial statements
and footnotes thereto included in the Company's Form 10-K report for the year
ended December 31, 1998 and the separate financial statements of Lyte Optronics,
Inc. included in our current report on Form 8-K/A filed August 11, 1999.
In May 1999, the Company acquired Lyte Optronics, Inc. which was
accounted for as pooling of interests (see Note 4-"Acquisitions"). Accordingly,
all financial information included herein has been restated to reflect the
combined operations of American Xtal Technology, Inc. and the acquired company.
Certain prior period balances have been reclassified to conform to the current
period presentation.
Note 2. Principles of Consolidation
The condensed consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All material intercompany
accounts and transactions have been eliminated.
The functional currencies of the Company's subsidiaries are their
respective local currencies. The assets and liabilities of the Company's
subsidiaries are translated at the rates of exchange on the balance sheet date.
Income and expenses items are translated at an average rate of exchange.
Transaction gains and losses resulting from transactions denominated in
currencies other than the US dollar for the Company or in the local currencies
for the subsidiaries are included in the results of operations for the three and
six months ended June 30, 1998 and 1999. Gains and losses from foreign currency
translation are included as a separate component of stockholders' equity.
Note 3. Inventories
Components of inventory are as follows:
6
<PAGE> 7
Inventory Details:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------- ------------
(in thousands)
<S> <C> <C>
Inventories:
Raw materials $12,273 $ 9,928
Work in process 14,843 13,171
Finished goods 3,661 2,201
------- -------
$30,777 $25,300
======= =======
</TABLE>
Note 4. Acquisition
On May 28, 1999, the Company acquired Lyte Optronics, Inc., ("Lyte") a
Nevada corporation and all of its subsidiary, including: Lyte Optronics Ltd. (a
company in United Kingdom) and Advanced Semiconductor (a company in Xiamen,
Peoples Republic of China). Lyte Optronics, Inc. and its subsidiaries design,
manufacture and distribute micor-laser based products.
Under the terms of the merger agreement, the Company issued
approximately 2,363,000 shares of the Company's common stock in exchange for all
the outstanding shares of Lyte's common stock as well as the outstanding shares
of Lyte's Series A preferred stock. The Company also issued approximately
983,000 shares of Series A preferred stock in exchange for all the outstanding
shares of Lyte's Series B preferred stock. In addition, the Company assumed and
converted Lyte's options and warrants representing 455,000 shares of Lyte's
common stock to the Company's options and warrants representing 115,000 shares
of the Company's common stock. The merger has been accounted for as a pooling of
interest.
The Company incurred approximately $2,810,000 costs and expenses
associated with the merger, which was charged to operations during the quarter
ended June 30, 1999, the period in which the merger was consummated.
Note 5. Comprehensive Income
In January 1998, the Company adopted Statement of Financial Accounting
Standard No. 130 "Reporting Comprehensive Income" ("SFAS 130"). Comprehensive
income is defined as the change in equity of a company during a period from
transactions and other events and circumstances excluding transactions resulting
from investment by owners and distribution to owners.
The components of comprehensive income are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
1999 1998 1999 1998
------ ------ ----- -------
<S> <C> <C> <C> <C>
Net income (loss) $ (538) $ 631 $ 721 $ 1,647
Foreign currency translation
gain (loss) 32 (113) (46) 34
------ ------ ----- -------
Comprehensive income $ (506) $ 518 $ 675 $ 1,681
</TABLE>
Note 6. Net Income Per Share
A reconciliation of the numerators and denominators of the basic and
diluted net income per share calculations is as follows, (in thousands except
per share data):
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------------------------------------------------------------
1999 1998
---------------------------------------------------------------------------------
(unaudited)
Per Share Per Share
Income Shares Amount Income Shares Amount
------ -------- ----------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS calculation $(538) 18,620 $(0.03) $ 631 15,075 $0.04
Effect of dilutive securities
Common stock options -- -- -- -- 803 --
Convertible preferred stock -- -- -- -- -- --
----- ------ ------ ------
Diluted EPS calculation $(538) 18,620 $(0.03) $ 631 15,878 $0.04
===== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Six months ended June 30,
---------------------------------------------------------------------------------
1999 1998
---------------------------------------------------------------------------------
(unaudited)
Per Share Per Share
Income Shares Amount Income Shares Amount
------ -------- ----------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS calculation $ 721 18,601 $ 0.04 $1,647 14,495 $0.11
Effect of dilutive securities
Common stock options -- 1,123 -- -- 803 --
Convertible preferred stock -- -- -- -- -- --
----- ------ ------ ------
Diluted EPS calculation $ 721 19,724 $ 0.04 $1,647 15,298 $0.11
===== ====== ====== ======
</TABLE>
7
<PAGE> 8
Note 7. Segment Information:
Effective January 1, 1998, the Company adopted the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131 establishes the
standards for reporting information about operating segments in annual financial
statements and requires that certain selected information about operating
segments be reported in interim financial reports. It also establishes standards
for related disclosures about products and services and geographic areas.
Operating segments are defined as components of an enterprise about which
separate financial information is evaluated regularly by the chief decision
maker in order to allocate resources and in assessing performance.
The Company has identified three primary operating segments: substrate,
laser diodes / light emitting diode and consumer products.
Segment selection is based upon the internal organization structure, the
manner in which these operations are managed and their performance evaluated by
management, the availability of separate financial information, and overall
materiality considerations. The operating information for the three segments
identified are as follows, (in thousands):
<TABLE>
<CAPTION>
Three months ended June 30, 1999
Consumer Laser Diodes
Substrate Products & LED Consolidated
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenues from external customers $ 14,664 $ 1,445 $ 4,916 $ 21,025
========= ========= ========= =========
Operating income (loss) before
amortization of intangibles, stock
compensation, and merger related
costs ............................ $ 4,218 $ 243 $ 891 $ 5,352
Interest and other income
(expenses), net ................ 174 (188) 67 53
Interest expense .................... (310) (177) (276) (763)
Amortization of intangibles, stock
compensation, and merger related
costs ............................ (2,837) (150) -- (2,987)
--------- --------- --------- ---------
Income (loss) before income taxes,
as reported ...................... $ 1,245 $ (272) $ 682 $ 1,655
========= ========= ========= =========
Total assets ........................ $ 79,215 $ 6,443 $ 22,179 $ 107,837
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Six months ended June 30, 1999
Consumer Laser Diodes
Substrate Products & LED Consolidated
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenues from external customers $ 26,136 $ 3,870 $ 10,042 $ 40,048
========= ========= ========= =========
Operating income (loss) before
amortization of intangibles, stock
compensation, and merger related
costs ............................ $ 6,879 $ (665) $ 1,345 $ 7,559
Interest and other income
(expenses), net .................. 964 (357) 71 678
Interest expense .................... (580) (422) (386) (1,388)
Amortization of intangibles, stock
compensation, and merger related
costs ............................ (2,864) (300) -- (3,164)
--------- --------- --------- ---------
Income (loss) before income taxes,
as reported ...................... $ 4,399 $ (1,744) $ 1,030 $ 3,685
========= ========= ========= =========
Total assets ........................ $ 79,215 $ 6,443 $ 22,179 $ 107,837
========= ========= ========= =========
</TABLE>
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations includes a number of forward-looking statements, which
reflect current views with respect to future events and financial performance.
These forward-looking statements are subject to certain risks and uncertainties,
including those discussed in the "Factors Affecting Future Results" and
elsewhere in this report that could cause actual results to differ materially
from historical results or those anticipated. In this report, the words
"anticipates," "believes," "expects," "future," "intends," and similar
expressions identify forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof.
Results of Operations
Overview. We use a proprietary VGF technique to produce high-performance
compound semiconductor substrates for use in a variety of electronic and
opto-electronic applications. We were founded in 1986 and commenced product
sales in 1990. We currently sell GaAs, InP and GaN substrates to manufacturers
of semiconductor devices for use in applications such as wireless and fiber
optic telecommunications, lasers, light emitting diodes, or LEDs, and consumer
electronics. We also sell Ge substrates for use in satellite solar cells.
On May 28, 1999 we consummated our acquisition of Lyte Optronics, Inc., a Nevada
corporation with operations in Southern California and The People's Republic of
China. Lyte Optronics is a manufacturer of LEDs and laser-diodes. Lyte Optronics
also designs and markets laser-pointing and alignment products for the consumer,
commercial and industrial markets. We intend to operate Lyte Optronics as two
separate divisions, one focusing on the manufacture of LEDs and laser diodes,
and the other, a consumer products division, focusing on the design and
marketing of laser-pointing and alignment products. Lyte Optronics had, and we
have retained, approximately 380 employees, of which approximately 200 are
located in China.
Under the terms of the acquisition, we issued approximately 2,363,000 shares of
common stock and 983,000 shares of preferred stock with a $4 million liquidation
preference over common stock, in exchange for all of the issued and outstanding
shares of capital stock of Lyte Optronics. Ten percent of the shares issuable to
the Lyte Optronics' stockholders will be held in escrow for up to one year to
satisfy any claims that we may bring under the agreement during that period. The
transaction was accounted for as a pooling of interests. In connection with the
acquisition, we reported a charge of $2.8 million in the second quarter to
reflect transaction costs and other one-time charges incurred in connection with
the acquisition.
Results of Operations. The following table sets forth certain operating
data as a percentage of total revenues for the periods indicated. The 1998
amounts do not include the financial results of the laser-diode and LED
division, which Lyte Optronics did not acquire until September 30, 1998.
9
<PAGE> 10
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
----- ----- ----- -----
<S> <C> <C> <C> <C>
Revenues:
Product revenues 98.1% 96.3% 98.0% 96.3%
Contract revenues 1.9 3.7 2.0 3.7
----- ----- ----- -----
Total revenues 100.0 100.0 100.0 100.0
Cost of revenues:
Cost of product revenues 59.0 66.3 62.9 63.1
Cost of contract revenues 0.8 1.6 1.0 1.8
----- ----- ----- -----
Total cost of revenues 59.8 67.9 63.9 64.9
Gross profit 40.2 32.1 36.1 35.1
Operating expenses:
Selling, general and administrative 12.5 16.5 15.2 17.6
Research and development 3.0 5.3 2.9 5.1
Acquisition cost 13.4 -- 7.0 --
----- ----- ----- -----
Total operating expenses 28.9 21.8 25.1 22.7
----- ----- ----- -----
Income from operations 11.2 10.3 11.0 12.5
Interest expense (3.6) (2.0) (3.5) (1.9)
Interest and other income 0.3 (0.4) 1.7 (0.1)
----- ----- ----- -----
Income before provision for income taxes 7.9 7.9 9.2 10.4
Provision for income taxes 8.0 3.2 6.1 4.3
Net Income (loss) (0.1) 4.7 3.1 6.2
Extraordinary item, net of tax benefits 2.4 -- 1.3 --
===== ===== ===== =====
Net Income (loss) after extraordinary item (2.6)% 4.7 % 1.8 % 6.2 %
===== ===== ===== =====
</TABLE>
Revenues. Total revenues consist of product revenues and contract
revenues. Total revenues increased 55.4% from $13.5 million for the three months
ended June 30, 1998 to $21.0 million for the three months ended June 30, 1999.
Product revenues increased 58.3% from $13.0 million for the three months ended
June 30, 1998 to $20.6 million for the three months ended June 30, 1999. For the
six months ended June 30, 1998, product revenues increased 52.5% from $25.7
million to $39.2 million in the six months ended June 30, 1999. The increase in
product revenues for the three month and six month periods ended June 30, 1999,
reflected an increase in the volume of sales of GaAs and InP substrates to
existing domestic and international customers and the addition of new customers,
which offset a decline in Lyte Optronics' sales. In addition, the 1999 results
include the sale of laser diodes and LEDs in the amount of $4.7 million and $9.6
million for the three months and six months, respectively, which amounts were
not included in the 1998 results. We introduced LEDs in the second quarter of
1999. Ge substrate sales were $800,000 lower in the second quarter of 1999 when
compared to the second quarter of 1998, and were approximately equal in sales
for the six months ended June 30, 1998 and 1999, respectively.
International revenues, excluding Canada, increased from 30.0% of total
revenues for the three months ended June 30, 1998 to 44.4% for the three months
ended June 30, 1999, and increased from 26.4% of total revenues for the six
months ended June 30, 1998 to 44.3% for the six months ended June 30, 1999.
These increases primarily reflect increased sales in Europe and Asia for GaAs
substrates used for the LED market and the inclusion of laser-diode and LED
sales in 1999 results, which are sold primarily to Asian markets.
Contract revenues decreased 21.1% from $497,000 for the three months
ended June 30, 1998 to $392,000 for the three months ended June 30, 1999, and
decreased 18.2% from $989,000 for the six months ended June 30, 1998 to $809,000
for the six months ended June 30, 1999. Contract revenues declined during these
periods primarily due to a lower level of contract work being performed on our
Title
10
<PAGE> 11
III Indium Phosphide contract. Contract revenues declined from 3.7% of total
revenues for the three months ended June 30, 1998 to 1.9% for the three months
ended June 30, 1999, and declined from 3.7% of total revenues for the six month
period ended June 30, 1998 to 2.0% for the six month period ended June 30, 1999.
Contract revenues as a percentage of total revenues declined primarily as a
result of growth in our product revenue combined with a decrease in our contract
revenues.
Gross margin. Total gross margin increased from 35.6% of total revenues
for the three months ended June 30, 1998 to 40.2% of total revenues for the
three months ended June 30, 1999. Product gross margin increased from 34.8% for
the three months ended June 30, 1998 to 39.9% for the three months ended June
30,1999. For the six months ended June 30, 1998, product gross margin increased
from 34.5% to 35.8% compared to the same period in 1999. The increase in gross
margins for the three months and six months ended June 30, 1999, reflect the
inclusion of laser-diode and LED amounts in the 1999 results. In 1999, the
laser-diode and LED business benefited from the transition of manufacturing
operations to China, which lowered our labor costs and improved our gross
margins. In 1999, gross margins from Ge substrates were lower, which offset in
part the higher yields achieved in GaAs and InP production. The lower gross
margins from Ge substrates in 1999 were primarily the result of pricing declines
in the Ge industry generally. Gross margins for the six months ended June 30,
1999 were also adversely impacted by additional allowances set aside for
returned merchandise and increased warranty amounts for the consumer products
division.
Contract gross margins decreased slightly from 56.1% for the three
months ended June 30, 1998 to 55.4% for the three months ended June 30, 1999,
and decreased from 51.2% for the six months ended June 30, 1998 to 49.4% for the
six months ended June 30, 1999. These decreases were due to a shift in contract
revenue mix to contracts with cost sharing agreements, which carry a lower
gross margin.
Selling, general and administration expenses. Selling, general and
administrative expenses increased 21.3% from $2.2 million for the three months
ended June 30, 1998 to $2.6 million for the three months ended June 30, 1999,
and increased 29.5% from $4.7 million for the six months ended June 30, 1998 to
$6.1 million for the six months ended June 30, 1999. These increases resulted
primarily from the inclusion of the laser-diode and LED division in the 1999
results. The laser-diode and LED division added $1.1 million and $1.9 million to
selling, general and administrative expenses in the three months and six months
ended June 30, 1999, respectively. This increase was offset by a decrease in
selling, general and administrative expenses by Lyte Optronics' consumer
products division, as a result of the closing of a manufacturing facility
located in Arizona in 1998. Selling, general and administrative expenses as a
percentage of total revenues decreased from 16.0% for the three months ended
June 30,1998 to 12.5% for the three months ended June 30, 1999, and decreased as
a percentage of total revenues from 15.9% for the six months ended June 30, 1998
to 15.2% for the six months ended June 30, 1999. These decreases primarily
reflect the closing of the facility in Arizona by Lyte Optronics and the
maintenance of our expenses combined with an increase in our total revenues.
Research and development expenses. Research and development expenses
decreased 10.8% from $714,000 for the three months ended June 30, 1998 to
$637,000 for the three months ended June 30, 1999, and decreased 13.40% from
$1.4 million for the six months ended June 30, 1998 to $1.2 million for the six
months ended June 30, 1999. This decrease resulted primarily from the reduction
of materials purchased to develop new products and to enhance existing products,
which offset an increase in personnel, outside consulting and licensing fees.
Also, historically Lyte Optronics did not separately account for its research
and development expenses, which are included as part of its cost of product
revenues and selling, general and administrative expenses. In addition to our
internally funded research and development, we incurred research and development
expenses relating to government and customer-funded research contracts, which
are included in the cost of contract revenues.
Acquisition cost. As part of the acquisition of Lyte Optronics in May
1999, we incurred a number of one-time expenses associated with the transaction
in the approximate amount of $2.8 million. Such expenses include the fees paid
to our investment bankers, accountants, attorneys, and other outside consultants
and related transaction expenses.
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Interest expense. Interest expense increased from $274,000 for the three
months ended June 30, 1998 to $763,000 for the three months ended June 30, 1999,
and increased from $512,000 for the six months ended June 30, 1998 to $1.4
million for the six months ended June 30, 1999. These increases primarily
reflect the inclusion of the laser-diode and LED division in 1999 results and
the acquisition of Lyte Optronics in May 1999. As part of the acquisition, we
added about $11.0 million in debt, of which we repaid approximately $6.0 million
in June 1999. The additional interest from the inclusion of the laser-diode and
LED division was $276,000 and $386,000 for the three months and six months ended
June 30, 1999, respectively.
Interest and other income (expense). Other income increased slightly
from an expense of $48,000 for the three months ended June 30, 1998 to income of
$53,000 for the three months ended June 30, 1999. Other income increased from an
expense of $29,000 for the six months ended June 30, 1998 to income of $678,000
for the six months ended June 30, 1999. This increase was primarily the result
of two significant changes. First, we recognized foreign exchange gains in the
first quarter of 1999 of approximately $600,000 on short-term forward contracts
to hedge against certain accounts receivable in Japanese yen. Second, there was
an increase in investment income of approximately $80,000 earned on proceeds
from the completion in May 1998 of our initial public offering and the raising
of $25.8 million, net of offering expenses.
Provision for income taxes. Income tax expense, as adjusted for
acquisition costs, declined from 41.0% of income before provision for income
taxes for the three and the six months ended June 30, 1998 to 37.7% for the
three months ended June 30, 1999 and to 37.8% for the six months ended June 30,
1999. This decrease in income tax expense was due to the inability to offset
1998 operating losses generated by Lyte Optronics against the separate income
generated by American Xtal Technology during this period.
Extraordinary item, net of tax benefits. In connection with the
acquisition of Lyte Optronics, we incurred fees associated with a loan that we
repaid as part of the transaction. This one-time charge is shown, net of tax
benefits, as an extraordinary item.
Liquidity and Capital Resources
During the past five years, we have funded our operations primarily from
cash provided by operations, short-term and long-term borrowings and a private
financing of $5.9 million for preferred stock completed in March 1997. We
completed our initial public offering in May 1998, and raised approximately
$25.8 million, net of offering expenses. In December 1998 we completed our
taxable bond offering and raised approximately $11.6 million. As of June 30,
1999, we had working capital of $37.8 million, including cash and cash
equivalents of $10.2 million, compared to working capital at December 31, 1998
of $39.7 million, including cash of $16.4 million.
During the six months ended June 30, 1999, net cash used in operations
of $3.7 million was primarily due to increases in inventories of $5.5 million,
accounts receivable of $3.4 million and prepaid and other current assets of $1.1
million, offset in part by net income of $225,000, depreciation and amortization
of $1.6 million, and increases in accrued liabilities of $4.2 million. The
increases in accounts receivable and inventory were primarily the result of the
increase in total revenues from the prior year. In addition, work-in-process
inventories increased in anticipation of large orders for the upcoming quarters.
The inventory turnover ratio remained at 1.7 turns as of December 31, 1998 and
June 30, 1999. The increase in prepaid and other assets was primarily due to
deposits for Ge raw material and equipment, prepaid research and development
expenses and the increase in unrealized gains on hedging of the Japanese yen.
The increase in accrued liabilities was primarily the result of increased income
tax expense and accruals for the one-time acquisition costs. Days sales
outstanding improved from 62 days at December 31, 1998 to 60 days at June 30,
1999.
Net cash used in investing activities was $4.3 million for the six
months ended June 30, 1999, and was due to the purchase of property, plant and
equipment.
Net cash provided by financing activities was $1.8 million for the six
months ended June 30, 1999, and was generated primarily from our issuance of
common stock in the amount of $360,000 and short-term borrowings of $2.1
million, offset in part by repayments of long-term borrowings of $610,000. The
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Common Stock was issued primarily to employees exercising their stock options or
purchasing stock through our employee stock purchase plan.
We have generally financed our equipment purchases through secured
equipment loans over five-year terms at interest rates ranging from 6.0% to 9.0%
per annum. Our manufacturing facilities have been financed by long-term
borrowings, which were repaid by the taxable variable rate revenue bonds in
1998. These bonds have a term of twenty-five years and mature in 2023 with an
interest rate at 200 basis points below the prime rate and are traded in the
public market. Repayment of principal and interest under the bonds is secured by
a letter of credit from our bank and is paid on a quarterly basis. We have the
option to redeem in whole or in part the bonds during their term. At June 30,
1999, $11.0 million was outstanding under the taxable variable rate revenue
bonds.
We currently have a $15.0 million line of credit with a commercial bank
at an interest rate equal to the prime rate plus one-half percent. This line of
credit is secured by all business assets, less equipment, and expires in October
1999. We are currently negotiating an extension to this line of credit. This
line of credit is subject to certain financial covenants regarding current
financial ratios and cash flow requirements, which were met as of June 30, 1999.
We must obtain the lender's approval to obtain additional borrowings or to
further pledge our assets, except for borrowings obtained in the normal course
of business or the pledging of equipment. At June 30, 1999, $5.4 million was
outstanding under the $15.0 million line of credit.
We anticipate that the combination of existing working capital and the
borrowings available under current credit agreements will be sufficient to fund
working capital and capital expenditure requirements for the next 12 months. Our
future capital requirements will be depend on many factors, including the rate
of revenue growth, our profitability, the timing and extent of spending to
support research and development programs, the expansion of selling and
marketing and administrative activities, and market acceptance of our products.
We expect that we may need to raise additional equity or debt financing in the
future, although we are not currently negotiating for additional financing nor
do we have any current plans to obtain additional financing. We cannot assure
you that additional equity or debt financing, if required, will be available on
the acceptable terms or at all. If we are unable to obtain such additional
capital, if needed, we may be required to reduce the scope of our planned
product development and selling and marketing activities, which would have a
material adverse effect on our business, financial condition and results of
operations. In the event that we do raise additional equity financing, further
dilution to our investors may result.
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FACTORS AFFECTING FUTURE RESULTS
In addition to the other information in this report, the following
factors should be considered carefully in evaluating our business before
purchasing shares of our stock.
Risks Relating Our Acquisition of Lyte Optronics, Inc.
Our success depends on our ability to assume and integrate the
operations of Lyte Optronics with our operations. The success of our acquisition
of Lyte Optronics depends in substantial part on our ability to assume and
integrate the operations of Lyte Optronics in an efficient and effective manner.
The assumption of a new business will require the dedication of management
resources which may temporarily distract attention from our day-to-day
operations. We cannot assure you that we will be able to integrate the business
operations of Lyte
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Optronics smoothly or successfully. Our inability to do so could hurt the
performance of our business, which may cause the price of our stock to decline
The success of our acquisition of Lyte Optronics depends in part on our
ability to retain Lyte Optronics' current customers. We cannot guarantee that
the current customers of Lyte Optronics will continue to seek our services now
that the acquisition is completed. If a substantial number of Lyte Optronics'
customers elect not to seek our services, our operating results will suffer.
We incurred substantial costs in connection with our acquisition of Lyte
Optronics, including the assumption of approximately $11 million of debt, much
of which has had to be repaid or renegotiated, resulting in a decline of cash
available. We incurred one-time charges and merger-related expenses of $2.8
million and the extraordinary item of $508.000 in the quarter ended June 30,
1999 as a result of the acquisition. We may incur additional unanticipated
expenses related to our assumption of Lyte Optronics' business. If these
expenses are substantial, they may adversely affect our operating results and
cause our stock price to fall.
Risks Relating to Our Operations
A number of factors could cause our quarterly financial results to be
worse than expected, resulting in a decline in our stock price. Although we have
been profitable on an annualized basis since 1990, we believe that
period-to-period comparisons of our operating results cannot be relied upon as
an indicator of our future performance. It is likely that in some future
quarter, our operating results may be below the expectations of public market
analysts or investors. If this occurs, the price of our common stock would
likely decrease. For more information regarding our results, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Our quarterly and annual revenues and operating results have varied
significantly in the past and may vary significantly in the future due to a
number of factors, including:
o our recent acquisition of Lyte Optronics and the integration of
its business and separate operations and facilities with our
operations;
o fluctuations in demand for our substrates due to reduction in
the value of Asian currencies and the turmoil in the Asian
financial markets;
o fluctuations in demand for laser pointing and alignment products
and decreases in the prices of these products;
o our expense levels and expected research and development
requirements;
o our ability to develop and bring to market new products on a
timely basis;
o the volume and timing of orders from our customers;
o the availability of raw materials;
o fluctuations in manufacturing yields;
o our manufacturing expansion in Beijing, China and the
assumption, integration and operation of the Chinese operations
of Lyte Optronics;
o introduction of products and technologies by our competitors;
and
o costs relating to possible acquisitions and integration of
technologies or businesses.
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For more information regarding our results, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
VGF is a new technique for producing substrates which must achieve
widespread acceptance if we are to succeed. We believe that our competitors
principally utilize the traditional LEC or HB crystal growing processes for
producing semi-insulating and semi-conducting GaAs substrates. We further
believe that we are the only high-volume supplier of semi-insulating and
semi-conducting GaAs substrates which utilize the VGF technique, a newer
technology than either the LEC or HB techniques. We cannot assure you that our
current customers will continue to use our VGF-produced substrates or that
additional companies will purchase our products manufactured from the VGF
technique. Failure to gain increased market acceptance of our VGF technique by
either current or prospective customers could materially adversely affect our
operating results which in turn could cause our stock price to fall.
A significant portion of our prospective customers for our substrates
are wireless communications manufacturers, fiber optic communications
manufacturers and manufacturers of other high-speed semiconductor devices that
are produced from GaAs substrates using either the LEC or HB techniques. To
establish the VGF technique as a preferred process for producing substrates for
these prospective customers, we must offer products with superior prices and
performance on a timely basis and in sufficient volumes. We must also overcome
the reluctance of these customers to purchase our GaAs substrates due to
possible perceptions of risks relating to concerns about the quality and
cost-effectiveness of our GaAs substrates when compared to substrates produced
by the traditional LEC or HB techniques. In addition, potential GaAs substrate
customers may be reluctant to rely on a relatively small company for critical
materials used to manufacture their semiconductor devices.
If we do not achieve acceptable yields of crystals and the successful
and timely production of substrates, the shipment of our products will be
delayed and our revenues will decline. The highly complex processes of growing
crystals as well as other steps involved in manufacturing substrates which we
engage in can be adversely affected by the following factors:
o chemical or physical defects in the crystals;
o contamination of the manufacturing environment;
o substrate breakage;
o equipment failure; and
o performance of personnel involved in the manufacturing process.
Our operating results have been adversely affected in the past due to the
occurrence of a combination of these factors which resulted in product shipment
delays and adversely affected our business.
A significant portion of our manufacturing costs are fixed. As a result,
we must increase the production volume of substrates and improve yields in order
to reduce unit costs, increase margins and maintain and improve our results of
operations. Any significant decrease in production volume and yields could
materially harm our business.
In the past, we have sometimes manufactured substrates which have not
met the manufacturing process requirements of our customers. We have fixed these
occurrences through minor changes to the substrates or the manufacturing
process. Recurrence of these problems and our inability to solve them may
materially hurt our performance.
We have begun producing and shipping Ge and InP substrates in commercial
volume. We also understand that we must achieve the same manufacturing
capability for six inch GaAs wafers. We cannot assure you that we will be able
to manufacture the Ge and InP substrate or the larger GaAs substrate in
commercial volumes with
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acceptable yields. Our business and results of operations will be materially
adversely affected if we experience low yields of these successfully developed
substrates.
Because substantially all of our revenues of our substrate division are
derived from sales of our GaAs substrates, we are dependent on widespread market
acceptance of these products. We currently derive substantially all of our
revenues from sales of our GaAs substrates. If there is a decrease on demand for
GaAs substrates by semiconductor device manufacturers or if our competitors
introduce new substrates for electronics applications, such as wireless
communications, fiber optic communications and other high-speed semiconductor
devices, and opto-electronic applications, such as lasers and LEDs, our revenues
may decline and our business will be materially adversely affected. We expect
that revenues from GaAs substrates will account for a significant majority of
our revenues for the next several years.
Further, other companies, including IBM, are actively involved in
developing other devices which could provide the same high-performance, low
power capabilities as GaAs-based devices at competitive prices, such as
silicon-germanium based devices for use in certain wireless applications. If
these silicon-germanium based devices are successfully developed and
semiconductor device manufacturers adopt them, demand for GaAs substrates could
decrease. This development could cause our revenues to fall.
To be successful, we must develop and introduce in a timely manner new
substrates and continue to improve our current substrates to address customer
requirements and compete effectively on the basis of price and performance. We
must also continue to develop our light-emitting and laser diode products, and
develop new markets for this technology, as well as for our laser pointing and
alignment products. We cannot assure you that our product development efforts
will be successful or that our new products will achieve market acceptance. To
the extent that product improvements and new product introductions do not
achieve market acceptance, our business will be materially adversely affected.
Recently, we have begun commercial shipments of Ge and InP substrates and are
currently developing other substrates, including gallium phosphide and gallium
nitride. Factors that may affect the success of product improvements and product
introductions include the development of markets for such improvements and
substrates, achievement of acceptable yields, price and market acceptance. Many
of these factors are beyond our control.
Our limited ability to protect our intellectual property may adversely
affect our ability to compete. We rely on a combination of patents, copyrights,
trademarks and trade secret laws and contractual restrictions on employees,
consultants and third parties from disclosure to protect our intellectual
property rights. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy or otherwise obtain and use our
products or technology. Policing unauthorized use of our products is difficult,
and we cannot be certain that the steps we have taken will prevent
misappropriation of our technology, particularly in foreign countries where the
laws may not protect our proprietary rights as fully as in the United States. We
believe that, due to the rapid pace of technological innovation in the GaAs and
other substrate markets, our ability to establish and maintain a position of
technology leadership in the industry depends more on the skills of our
development personnel than upon the legal protections afforded our existing
technologies.
To date, we have been issued one U.S. patent, which relates to the VGF
technique, and have two U.S. patent applications pending, one which relates to
the VGF technique. Additionally, we have one pending application for a Japanese
patent but no issued foreign patents. We do not have any patents on our
light-emitting or laser diode technology, although we do have six patents
relating to our laser pointing and alignment products. We cannot assure you
that:
o the pending or any future U.S. or foreign patent applications
will be approved;
o any issued patents will protect our intellectual property;
o third parties will not challenge the ownership rights of the
patents or the validity of the patent applications;
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o the patents owned by others will not have an adverse effect on
our ability to do business; or
o others will not independently develop similar or competing
technology or design around any patents issued to us.
Moreover, the laws of certain foreign countries may not lend protection
to our patents to the same extent as the laws of the United States.
If we infringe the proprietary rights of others, we may be forced to
enter costly royalty or licensing agreements. We could in the future receive a
claim that we are infringing the patent, trademark, copyright or other
proprietary rights of other third parties. If any claims were asserted against
us for violation of patent, trademark, copyright or other similar laws as a
result of the use by us, our customers or other third parties of our products,
those claims would be costly and time-consuming to defend, would divert our
attention and could cause product delays. In addition, if we discovered we
violated other third party rights, we could be required to enter into costly
royalty or licensing agreements as a result of those claims. These royalty or
licensing agreements may adversely affect our operating results.
If we fail to comply with stringent environmental regulations, we may be
subject to significant fines or the cessation of our operations. We are subject
to federal, state and local environmental laws and regulations. Any failure to
comply with present or future environmental laws and regulations could result in
the imposition of significant fines on us, the suspension of production or a
cessation of operations. In addition, existing or future changes in laws or
regulations may require us to incur further significant expenditures or
liabilities, or additional restriction in our operations.
We purchase critical raw materials required to grow crystals from single
or limited sources, and could lose sales if these sources fail to fill our
needs. We do not have any long-term supply contracts with any of our suppliers,
and we currently purchase raw materials required to grow crystals from single or
a limited number of suppliers. For example, we purchase a majority of the
gallium we use from Rhone-Poulenc. Due to our reliance on a limited group of
suppliers, we are exposed to several risks including the potential inability to
obtain adequate supply of materials, reduced control over pricing of our
products and meeting customer delivery schedules.
We have experienced delays receiving orders of certain materials due to
shortages. We may continue to experience these delays due to shortages of
materials and as a result be subject to higher costs. If we are unable to
receive adequate and timely deliveries of critical raw materials, relationships
with current and future customers could be harmed, which could cause our
revenues to decline.
We are subject to additional risks as a result of our recent acquisition
of new manufacturing facilities. In connection with further expanding our
manufacturing capacity, we purchased an additional 58,000 square foot facility
in Fremont, California and a 30,000 square foot facility in Beijing, China, in
1998. These new facilities subject us to significant risks, including:
o unavailability or late delivery of process equipment;
o unforeseen engineering problems;
o work stoppages;
o unanticipated cost increases; and
o unexpected changes or concessions required by local, state or
federal regulatory agencies with respect to necessary licenses,
land use permits and building permits.
If any of the above occur, our operations at the new facilities would be
adversely affected, which may cause our sales to decline and the price of our
stock to fall.
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The additional fixed operating expenses associated with the new
facilities may only be offset by sufficient increases in product revenues. We
cannot assure you that the demand for our products will grow as we currently
expect, and if this does not occur, we may not be able to offset the costs of
operating the new facilities, which may materially adversely affect our results
of operations.
We currently only have two machines capable of producing light-emitting
diode wafers. Damage to our failure of these machines could cause production to
stop or delay while repairs or replacements are being made. We do not keep
substantial inventory of LED wafers to continue while the MOCVD machine is being
repaired. Any delay in production of the LED wafers while the MOCVD is being
repaired could result in loss of revenue.
We must effectively respond to rapid technological changes by
continually introducing new products that achieve broad market acceptance. We
and our customers compete in a market that is characterized by rapid
technological changes and continuous improvements in substrates. Accordingly,
our future success depends upon whether we can apply our proprietary VGF
technique to develop new substrates that meet the needs of customers and compete
effectively on the basis of quality, price and performance. Our success in the
light-emitting and laser diode markets depends in part upon our ability to
further our development of this technology and develop additional markets and
uses for the products. If we are unable to timely develop new, economically
viable products that meet market demands, our revenues will decline, which could
adversely affect our results of operation and cause the price of our stock to
fall.
It is difficult to predict accurately the time required and the costs
involved in researching, developing and engineering new products. Thus, our
actual development costs could exceed budgeted amounts and our product
development schedules could require extension. We have experienced product
development delays in the past and may experience similar delays in the future.
Any significant delays could harm our business. For example, our introduction of
InP substrates was delayed approximately six months as a result of delays in the
finalization of the manufacturing process for these substrates. In addition, if
we are unable to introduce reliable quality products, we could suffer from
reduced orders, higher manufacturing costs, product returns and additional
service expenses, all of which could result in lower revenues.
The sales cycle for our GaAs substrates is long and we may incur
substantial, non-recoverable expenses or devote significant resources to sales
that do not occur as anticipated. Our GaAs substrates typically have a lengthy
sales cycle, ranging from three months to a year or more. During this time, we
may expend substantial funds and sales, marketing and management efforts while
the potential customer evaluates our substrates. However, there is a significant
risk that these expenditures may not result in sales. If sales forecasted from a
specific customer for a particular quarter are not delivered in that quarter, we
may be unable to compensate for the shortfall, which could materially adversely
affect our operating results. In addition, if a customer decides at the design
stage not to incorporate our substrates into its products, we may not have
another opportunity to sell substrates for those products for many months or
even years. We anticipate that sales of any future products under development
will have similar lengthy sales cycles and will, therefore, be subject to risks
substantially similar to those inherent in the lengthy sales cycle of our GaAs
substrates.
The loss of one or more of our key customers would significantly hurt
our operating results. A small number of customers have historically accounted
for a substantial portion of our revenues. We expect that a significant portion
of our future sales will be due to a limited number of customers. Our top five
customers accounted for approximately 39.5% and 33.7% of our revenues in the
year ended December 31, 1998 and six months ended June 30, 1999, respectively.
If any of these major customers reduces, delays or cancels its orders with us,
our revenues will decline, which will likely cause our stock price to fall. Our
customers are not obligated to purchase any specified quantity of products or to
provide us with binding forecasts of product purchases. In addition, our
customers may reduce, delay or cancel orders at any time without any significant
penalty.
Our substrates are typically one of many components used in
semiconductor devices that our customers produce. Demand for our products is
therefore subject to many factors beyond our control, including:
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o demand for our customers' products;
o competition faced by our customers in their particular
industries;
o the technical, sales and marketing and management capabilities
of our customers; and
o the financial and other resources of our customers.
If, as a result of any of these factors, demand for our products declines, our
business will suffer.
Intense competition in the market for GaAs substrates could prevent us
from increasing revenues and sustaining profitability. The market for GaAs
substrates is intensely competitive. If we cannot successfully compete in this
market, our operating results will be harmed. In the semi-insulating GaAs
substrates market, our principal competitors include:
o Freiberger Compound Materials;
o Hitachi Cable;
o Litton Airtron; and
o Sumitomo Electric Industries.
We also compete with manufacturers that produce GaAs substrates for
their own use. In addition, we compete with companies, such as IBM, that are
actively developing alternative materials to GaAs. As we enter new markets, such
as the Ge and InP substrate markets, we expect to face competitive risks similar
to those for our GaAs substrates.
Many of our competitors and potential competitors have a number of
significant advantages over us, including:
o having been in the business longer than we have;
o more manufacturing experience;
o more established technologies than our VGF technique;
o broader name recognition; and
o significantly greater financial, technical and marketing
resources.
Our competitors could develop enhancements to the LEC, HB or VGF
techniques that are superior to ours in terms of price and performance. Our
competitors also could intensify price-based competition, which would result in
lower prices and reduced margins.
The market for laser-pointing and alignment devices is highly
competitive and subject to pressure to decrease the price at which the devices
are sold. Lyte Optronics has opened a manufacturing facility in China enabling
production of components at reduced cost; however this facility has only
recently begun operating and may not be able to handle the volume production
that may be required to meet customer demand. In addition, while we continue to
remain competitive in our pricing structure of laser pointing and alignment
devices, if prices continue to fall, we may not be able to produce and sell
these products at a profit.
We derive a significant portion of our revenues from international sales
and our ability to sustain and increase our international sales involve
significant risks. Our ability to grow will depend in part on the expansion of
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international sales and operations which have and are expected to constitute a
significant portion of our revenues. Our failure to successfully expand our
international operations may cause our revenues not to grow as much as we
anticipate, which could cause our stock price to fall.
International sales, excluding Canada, represented 28.8% and 44.2% of
our total revenues in the year ended December 1998 and six months ended June 30,
1999, respectively. Sales to customers located in Japan and other Asian
countries represented 18.7% and 35.6% of our total revenues in the year ended
December 31, 1998 and six months ended June 30, 1999. Sales to customers in
Japan, in particular, accounted for 11.5% and 7.9% of our total revenues in
the year ended December 1998 and six months ended June 30, 1999, respectively.
We expect that sales to customers outside the United States, including device
manufacturers located in Japan and other Asian countries who sell their products
worldwide, will continue to represent a significant portion of our revenues.
Our dependence on international sales involves a number of risks,
including:
o import restrictions and other trade barriers;
o unexpected changes in regulatory requirements;
o longer periods to collect accounts receivable;
o export license requirements;
o political and economic instability, in particular, the current
instability of the economies of Japan and other Asian countries;
and
o unexpected changes in diplomatic and trade relationships.
Our sales, except for sales to our Japanese and Taiwanese customers, are
denominated in U.S. dollars. Thus, increases in the value of the dollar could
increase the price of our products in non-U.S. markets and make our products
more expensive than competitors' products in such markets. For example, doing
business in Japan subjects us to fluctuations in the exchange rates between the
U.S. dollar and the Japanese yen. In the year ended December 31 1998, we
incurred foreign exchange losses of $24,000, and foreign exchange gain of
$646,000 in the six months ended June 30, 1999, respectively. If we do not
effectively manage the risks associated with international sales, our business
and financial condition could be materially adversely affected. To minimize our
foreign exchange risk, we have bought foreign exchange contracts to hedge
against certain trade accounts receivable in Japanese yen. Because we currently
denominate sales in U.S. dollars except in Japan, we do not anticipate that the
adoption of the Euro as a functional legal currency of certain European
countries will materially affect our business.
If we lose key personnel or are unable to hire additional qualified
personnel as necessary, we may not be able to successfully manage our business
or achieve our objectives. Our success depends to a significant degree upon the
continued service of Morris S. Young, Ph.D., AXT's President and Chief Executive
Officer, as well as other key management and technical personnel. We neither
have long-term employment contracts with, nor key person life insurance on, any
of our key personnel, including any of the key personnel from our acquisition of
Lyte Optronics. In addition, our management team has limited experience as
executive officers of a public company.
We believe our future success will also depend in large part upon our
ability to attract and retain highly skilled managerial, engineering, sales and
marketing, finance and manufacturing personnel. The competition for these
employees is intense, especially in Silicon Valley, and we cannot assure you
that we will be successful in attracting and retaining new personnel. The loss
of the services of any of our key personnel, the inability to attract or retain
qualified personnel in the future or delays in hiring required personnel,
particularly engineers, could make it difficult for us to manage our business
and meet key objectives, including the introduction of new products on time.
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Continued rapid growth may strain our operations. In addition to our
recent acquisition of Lyte Optronics, we have recently experienced a period of
rapid growth and expansion which has placed, and continues to place, a
significant strain on our operations. To accommodate this anticipated growth, we
will be required to:
o improve existing and implement new operational and financial
systems, procedures and controls;
o hire, train and manage additional qualified personnel;
o effectively manage multiple relationships with our customers,
suppliers and other third parties; and
o maintain effective cost controls.
If we are not able to install adequate control systems in an efficient
and timely manner, or if our current or planned personnel systems, procedures
and controls are not adequate to support our future operations, our sales may
not grow and our business will suffer. We are in the process of installing a new
management information system; however, the functionality of this new system has
not been fully implemented. The difficulties associated with installing and
implementing these new systems, procedures and controls has placed and will
continue to place a significant burden on our management and our internal
resources. In addition, international growth will require expansion of our
worldwide operations and enhance our communications infrastructure. Any delay in
the implementation of these new or enhanced systems, products and controls, or
any disruption in the transition to these new or enhanced systems, products and
controls, could adversely affect our ability to accurately forecast sales
demand, manage manufacturing, purchasing and inventory levels, and record and
report financial and management information on a timely and accurate basis. Our
inability to manage growth effectively could affect our revenues and adversely
impact our profitability.
In addition, Lyte Optronics maintains separate operational and financial
systems, procedures and controls that must be integrated with or replaced by our
systems. This integration will take time and divert management attention and
resources. If we are unable to timely integrate or replace these systems, we may
be unable to accurately forecast sales demand, manage manufacturing, purchasing
and inventory levels for the two divisions acquired with Lyte Optronics, nor
record and report financial and management information on a timely basis for
these divisions, which could adversely affect our ability to timely produce
consolidated financial information.
Our failure and the failure of our key suppliers and customers to be
year 2000 compliant could negatively impact our business. The year 2000 computer
issue creates significant risk for us. If systems do not correctly recognize
date information when the year changes to 2000, there could be an adverse impact
on our operations. The risk exists in four areas:
o potential warranty or other claims from our customers;
o systems we used to run our business;
o systems used by our suppliers; and
o the potential reduced spending by other companies on networking
solutions as a result of significant information systems
spending on year 2000 remediation.
We are currently evaluating our exposure in all of these areas.
We are in the process of conducting a comprehensive inventory and
evaluation of the information systems used to run our business. We have a number
of projects underway to replace older systems that are known to be year 2000
non-compliant. Other systems, which are identified as non-compliant, will be
upgraded or replaced. For the year 2000 non-compliance issues identified to
date, the cost of remediation is not expected to be material to our operating
results. However, if implementation of replacement systems is delayed, or if
significant new non-compliance issues are identified, our operating results or
financial condition could be materially adversely affected.
22
<PAGE> 23
We have contacted more than thirty key suppliers to determine if their
operations and the products and services they provide are year 2000 compliant.
Where practicable, we will attempt to mitigate our risks with respect to the
failure of suppliers to be year 2000 ready. However, these failures remain a
possibility and could have an adverse impact on our operating results or
financial condition.
We believe our current products are year 2000 compliant; however, since
all customer situations cannot be anticipated, we may see an increase in
warranty and other claims as a result of the year 2000 transition. In addition,
litigation regarding year 2000 compliance issues is expected to escalate. For
these reasons, the impact of customer claims could have a material adverse
impact on our operating results or financial condition.
Year 2000 compliance is an issue for virtually all businesses whose
computer systems and applications may require significant hardware and software
upgrades or modifications. Companies owning and operating such systems may plan
to devote a substantial portion of their information systems' spending to fund
such upgrades and modifications and divert spending away from networking
solutions. Such changes in customers' spending patterns could have a material
adverse impact on our business, operating results or financial condition.
We may engage in future acquisitions that we must successfully integrate
into our business and that may dilute our stockholders and cause us to assume
contingent liabilities. As part of our business strategy, we may in the future
review acquisition prospects that would complement our current product
offerings, augment our market coverage or enhance our technical capabilities, or
that may otherwise offer growth opportunities. In the event of any future
acquisitions, we could:
o issue equity securities which would dilute current stockholders'
percentage ownership;
o incur substantial debt; or
o assume contingent liabilities.
Any of these actions could materially adversely affect our operating
results and/or the price of our common stock. Any future acquisitions creates
risks for us, including:
o difficulties in the assimilation of acquired personnel,
operations, technologies or products;
o unanticipated costs associated with the acquisition could
materially adversely affect our operating results;
o diversion of management's attention from other business
concerns;
o adverse effects on existing business relationships with
suppliers and customers;
o risks of entering markets where we have no or limited prior
experience;
o potential loss of key employees of acquired organizations; and
o loss of customers that, through product acquisition, now become
competitors.
These risks and difficulties could disrupt our ongoing business, distract our
management and employees and increase our expenses. We may not be able to
successfully integrate any businesses, products, technologies or personnel that
we might acquire in the future, and our failure to do so could materially
adversely affect our operating results.
We may need additional capital to fund our future operations which may
not be available. We believe that our cash balances and cash available from
credit facilities and future operations will enable us to meet our working
capital requirements for at least the next 12 months. If cash from future
operations is insufficient, or if cash is used
23
<PAGE> 24
for acquisitions or other currently unanticipated uses, we may need additional
capital. To the extent that we raise additional capital through the sale of
equity or convertible debt securities, the issuance of such securities could
result in dilution to existing stockholders.
In December 1998, we raised approximately $11.6 million by issuing
variable rate taxable demand revenue bonds series 1998 for:
o the purchase of a commercial building and to finance tenant
improvements at 4281 Technology Drive, Fremont, California;
o the refinance an existing loan and to finance tenant
improvements on our principal offices; and
o the permanent financing for an existing bank construction loan.
These debt securities have rights, preferences and privileges that are
senior to holders of common stock. We cannot assure you that if we required
additional capital, it will be available on acceptable terms, or at all. If we
are unable to obtain additional capital, we may be required to reduce the scope
of our planned product development and marketing efforts, which would materially
adversely affect our business, financial condition and operating results. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Our executive officers and directors control 19% of our common stock and
are able to significantly influence matters requiring stockholder approval.
Executive officers, directors and entities affiliated with them currently own
approximately 19% of our outstanding common stock. These stockholders, if acting
together, are able to significantly influence all matters requiring our
stockholder approval, including the election of directors and the approval of
mergers or other business combination transactions. This concentration of
ownership could delay or prevent a change of control of AXT and could reduce the
likelihood of an acquisition of AXT at a premium price.
Provisions in our charter or agreements may delay or prevent a change of
control. Provisions in our amended and restated certificate of incorporation and
bylaws may have the effect of delaying or preventing a merger or acquisition or
a change of control or changes in our management. These provisions include:
o the division of the board of directors into three separate
classes of three year terms;
o the right of the board to elect the director to fill a space
created by the expansion of the board;
o the ability of the board to alter our bylaws;
o authorizing the issuance of up to 2,000,000 shares of "blank
check" preferred stock; and
o the requirement that at least 10% of the outstanding shares are
needed to call a special meeting of stockholders.
Furthermore, because we are incorporated in Delaware, we are subject to
the provisions of section 203 of the Delaware General Corporation Law. These
provisions prohibit large stockholders, in particular those owning 15% or more
of the outstanding voting stock, from consummating a merger or combination with
a corporation unless:
o 66 2/3% of the shares of voting stock not owned by this large
stockholder approve the merger or combination, or
o the board of directors approves the merger or combination or the
transaction which resulted in the large stockholder owning 15% or more
of our outstanding voting stock.
24
<PAGE> 25
Our stock price has been and may continue to be volatile and is
dependent on external and internal factors. Our stock has fluctuated
significantly since we began trading on the Nasdaq national market. In the six
months ended June 30, 1999, our stock price closed as low as $9.0625 and as high
as $27.00. Various factors could cause the price of our common stock to continue
to fluctuate substantially, including:
o actual or anticipated fluctuations in our quarterly or annual
operating results;
o changes in expectations as to our future financial performance
or changes in financial estimates of securities analysts;
o announcements of technological innovations by us or our
competitors;
o new product introduction by us or our competitors;
o large customer orders or order cancellations; and
o the operating and stock price performance of other comparable
companies.
In addition, the stock market in general has experienced extreme
volatility that often has been unrelated to the operating performance of
particular companies. These broad market and industry fluctuations may adversely
affect the trading price of our common stock, regardless of our actual operating
performance.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since many of our Japanese and Taiwanese invoices are denominated in
yen, we have bought foreign exchange contracts to hedge against certain trade
accounts receivable in Japanese yen. As of June 30, 1999, our outstanding
commitments with respect to the foreign exchange contracts had a total value of
approximately $4.1 million equivalent. Many of the contracts were entered six
months prior to the due date and the dates coincide with the receivable terms we
have on the invoices. By matching the receivable collection date and contract
due date, we attempt to minimize the impact of foreign exchange fluctuation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) In connection with the acquisition of Lyte Optronics, our Board
of Directors adopted resolutions designating 1,000,000 shares of Preferred Stock
of the Company as Series A Preferred Stock (the "Series A Preferred Stock"), of
which 983,039 shares were subsequently issued to the stockholders of Lyte
Optronics in exchange for the shares of Series B Preferred Stock of Lyte
Optronics, in connection with the Company's acquisition of Lyte Optronics. The
holders of the Series A Preferred Stock shall be entitled to receive, out of any
funds legally available therefor, dividends in cash in an amount equal to $0.20
per annum for each share of Series A Preferred Stock held by them, in each case
as adjusted for stock splits, recapitalizations and the like. Dividends shall
accrue quarterly and be payable as and when declared by the Board of Directors.
Dividends that have accrued by but not been paid shall cumulate. Unless we have
paid all dividends that have accrued on the Series A Preferred Stock, so long as
any shares of Series A Preferred Stock are outstanding we shall not pay or
declare any dividend or distribution of any nature on shares of Common Stock. In
the event of a liquidation, dissolution, or winding up of the Company, whether
voluntary or involuntary, after our debts have been paid, the holders of Series
A Preferred Stock shall be entitled to receive out of our assets an amount per
share equal to $4.00 before any payment shall be made or any assets distributed
to the
25
<PAGE> 26
holders of Common Stock. If the assets remaining after our debts have been paid
or amounts set aside for such payment are insufficient to pay to the holders of
Series A Preferred Stock the full amount to which they are entitled, then all of
our assets available for distribution shall be distributed ratably among the
holders of the Series A Preferred Stock. After payment in full of this
liquidation preference plus accrued but unpaid dividends of the shares of the
Series A Preferred Stock, no further participation in any distribution of our
assets shall be allowed in respect of such shares, and the holders of the Common
Stock shall be entitled to receive all of our remaining assets to be
distributed. Except as otherwise required by law, shares of Series A Preferred
Stock shall not be entitled to vote on any matter to be voted on by our
stockholders.
(b) In connection with the acquisition of Lyte Optronics, we issued
an aggregate of 2,247,465 shares of Common Stock and 983,039 shares of Series A
Preferred Stock to the existing stockholders of Lyte Optronics in exchange for
all of the outstanding shares of capital stock of Lyte Optronics, and we assumed
options to acquire 101,501 shares of our Common Stock and warrants convertible
into 13, 557 shares of our Common Stock (collectively the "Merger Shares"). The
Merger Shares were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
afforded by Section 4(2). Lyte Optronics retained a purchaser representative on
behalf of their stockholders who had knowledge and experience in financial and
business matters such that the purchaser representative was capable of
evaluating the merits and risks of the investment. The stockholders of Lyte
Optronics had access to all relevant information regarding us necessary to
evaluate the investment and represented that the shares were being acquired for
investment intent. Additionally, the stockholders of Lyte Optronics were
provided with an information statement setting forth information about the
Company and the Merger. There was no general solicitation or advertising
involved in the acquisition. We were advised on the acquisition by Prudential
Securities, Inc., to whom we paid a fee of $847,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We held our Annual Meeting of Stockholders on May 17, 1999. The
following is a brief description of each matter voted upon at the
meeting and the number of votes cast for, withheld, or against and the
number of abstentions with respect to each matter. Each director
proposed by us was elected and the stockholders also approved the three
management proposals we proposed.
(a) The stockholders reelected the two nominees for our Board of
Directors:
<TABLE>
<CAPTION>
Director Shares voted for Shares withheld
-------- ---------------- ---------------
<S> <C> <C>
Morris S. Young 10,878,142 81,719
Theodore S. Young 10,945,142 14,719
</TABLE>
(b) The stockholders approved the increase in the number of shares
reserved for issuance under our 1997 Stock Option Plan from
2,800,000 to 3,800,000 shares of common stock and to limit the
number of shares for which options may be granted under such
plan to any employee within any fiscal year to 250,000:
<TABLE>
<S> <C>
Shares voted for: 10,225,108
Shares voted against: 617,073
Shares abstaining: 117,280
Broker non-votes: 400
</TABLE>
26
<PAGE> 27
(c) The stockholders approved the increase in the number of shares
reserved for issuance under our 1998 Employee Stock Purchase
Plan from 250,000 to 400,000 shares of common stock:
<TABLE>
<S> <C>
Shares voted for: 10,483,279
Shares voted against: 360,002
Shares abstaining: 116,580
</TABLE>
(d) The stockholders approved the appointment of
PricewaterhouseCoopers LLP as our independent auditors for the
fiscal year ending December 31, 1999:
<TABLE>
<S> <C>
Shares voted for: 10,803,699
Shares voted against: 38,632
Shares abstaining: 117,530
</TABLE>
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
------------ -----------
<S> <C>
2.1 Agreement and Plan of Reorganization dated May 27, 1999
(which is incorporated herein by reference to Exhibit
2.1 to the Registrant's Form 8-K dated May 28, 1999).
2.2 Certificate of Merger dated May 27, 1999, filed with
the Secretary of State of the State of Delaware on May
28, 1999 (which is incorporated herein by reference to
Exhibit 2.1 to the Registrant's Form 8-K dated May 28,
1999).
2.3 Articles of Merger dated May 27, 1999, filed with the
Secretary of State of the State of Nevada on May 28,
1999 (which is incorporated herein by reference to
Exhibit 2.1 to the Registrant's Form 8-K dated May 28,
1999).
3.1 Certificate of Designation, Preferences and Rights of
Series A Preferred Stock, as filed with the Secretary
of State of the State of Delaware on May 27, 1999
(which is incorporated herein by reference to Exhibit
2.1 to the Registrant's Form 8-K dated May 28, 1999).
27.1 Financial Data Schedule.
</TABLE>
b. Reports on Form 8-K.
(1) On June 14, 1999, we filed a report on Form 8-K
reporting the acquisition of Lyte Optronics, Inc.
(2) On August 11, 1999, we filed a report on Form 8-K/A
which amended the report on Form 8-K filed on June 14, 1999.
27
<PAGE> 28
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.
AMERICAN XTAL TECHNOLOGY, INC.
Dated: August 23 , 1999 By: /s/ Guy D. Atwood
-------------------------------------
Guy D. Atwood
Chief Financial Officer
28
<PAGE> 29
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 10,204
<SECURITIES> 0
<RECEIVABLES> 17,637
<ALLOWANCES> 1,819
<INVENTORY> 30,777
<CURRENT-ASSETS> 63,622
<PP&E> 41,584
<DEPRECIATION> 1,236
<TOTAL-ASSETS> 107,837
<CURRENT-LIABILITIES> 24,597
<BONDS> 0
0
4,750
<COMMON> 44,876
<OTHER-SE> 11,350
<TOTAL-LIABILITY-AND-EQUITY> 107,837
<SALES> 20,633
<TOTAL-REVENUES> 21,025
<CGS> 12,404
<TOTAL-COSTS> 12,579
<OTHER-EXPENSES> 5,531
<LOSS-PROVISION> 550
<INTEREST-EXPENSE> 763
<INCOME-PRETAX> 1,655
<INCOME-TAX> 1,685
<INCOME-CONTINUING> (30)
<DISCONTINUED> 0
<EXTRAORDINARY> 508
<CHANGES> 0
<NET-INCOME> (538)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
