UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-Q

(Mark One)

~~(Mark One)~~

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

for the quarterly period ended ~~September 30, 2007~~March 31, 2008

or

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

for the transition period from to

Commission File Number 000-24085

AXT, INC.

(Exact name of registrant as specified in its charter)

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

4281 Technology Drive, Fremont, California 94538

(Address of principal executive offices) (Zip code)

(510) 683-5900

(Registrant’s telephone number, including area code)

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

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

Large accelerated filer o		Accelerated filer x

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

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

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

Class		Outstanding at ~~October 22, 2007~~April 30, 2008
Common Stock, $0.001 par value		~~30,287,889~~30,408,403

AXT, INC.

FORM 10-Q

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited)	3
Condensed Consolidated Balance Sheets as of ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006~~2007	3
Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~	4
Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2008 and 2007 ~~and 2006~~	5
Notes To Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2927
Item ~~4T.~~4. Controls and Procedures	3028
PART II. OTHER INFORMATION	3129
Item 1. Legal Proceedings	3129
Item 1A. Risk Factors	3129
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3129
Item 3. Defaults Upon Senior Securities	3229
Item 4. Submission of Matters to a Vote of Security Holders	3229
Item 5. Other Information	3229
Item 6. Exhibits	3330
Signatures	3431

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AXT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share data)

September 30,

December 31,

2007

2006

Assets:

Current assets:

Cash and cash equivalents

$
17,067

$
16,116

Short-term investments

18,174

19,428

Accounts receivable, net of allowances of $560 and $140 as of September 30, 2007 and December 31, 2006, respectively

11,948

9,658

Inventories, net

25,124

20,263

Prepaid expenses and other current assets

3,590

3,985

Assets held for sale

5,140

4,659

Total current assets

81,043

74,109

Property, plant and equipment, net

15,072

12,775

Restricted deposits

6,700

7,150

Other assets

5,036

4,298

Total assets

$
107,851

$
98,332

Liabilities and stockholders’ equity:

Current liabilities:

Accounts payable

$
2,770

$
3,764

Accrued liabilities

3,877

3,358

Current portion of long-term debt

450

450

Income taxes payable

446

178

Total current liabilities

7,543

7,750

Long-term debt, net of current portion

6,295

6,839

Other long-term liabilities

3,129

2,543

Total liabilities

16,967

17,132

Commitments and contingencies (Note 11)

Stockholders’ equity:

Preferred stock, $0.001 par value per share; 2,000 shares authorized; 883 shares issued and outstanding as of September 30, 2007 and December 31, 2006.

3,532

3,532

Common stock, $0.001 par value per share; 70,000 shares authorized; 30,288 and 29,011 shares issued and outstanding as of September 30, 2007 and December 31, 2006, respectively

30

29

Additional paid-in capital

185,666

180,936

Accumulated deficit

(100,417
)
(103,832
)
Accumulated other comprehensive income

2,073

535

Total stockholders’ equity

90,884

81,200

Total liabilities and stockholders’ equity

$
107,851

$
98,332

	March 31,			December 31,
	2008			2007
Assets:
Current assets:
Cash and cash equivalents	$	23,225		$	18,380
Short-term investments	16,217			20,825
Accounts receivable, net of allowances of $187 and $379 as of March 31, 2008 and December 31, 2007, respectively	16,693			12,149
Inventories, net	29,077			24,781
Prepaid expenses and other current assets	5,405			3,569
Assets held for sale	—			5,140
Total current assets	90,617			84,844
Property, plant and equipment, net	17,120			15,986
Restricted deposits	6,550			6,700
Other assets	5,468			5,242
Total assets	$	119,755		$	112,772

Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	8,973		$	4,328
Accrued liabilities	4,279			4,326
Current portion of long-term debt	735			450
Income taxes payable	633			390
Total current liabilities	14,620			9,494
Long-term debt, net of current portion	6,100			6,250
Other long-term liabilities	2,983			3,778
Total liabilities	23,703			19,522
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value per share; 2,000 shares authorized; 883 shares issued and outstanding as of March 31, 2008 and December 31, 2007.	3,532			3,532
Common stock, $0.001 par value per share; 70,000 shares authorized; 30,395 and 30,358 shares issued and outstanding as of March 31, 2008 and December 31, 2007, respectively	30			30
Additional paid-in capital	186,187			185,949
Accumulated deficit	(96,584		)	(98,543		)
Accumulated other comprehensive income	2,887			2,282
Total stockholders’ equity	96,052			93,250
Total liabilities and stockholders’ equity	$	119,755		$	112,772

See accompanying notes to condensed consolidated financial statements.

AXT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2007

2006

2007

2006

Revenue

$
14,474

$
12,547

$
40,639

$
31,373

Cost of revenue

9,944

9,068

25,672

23,625

Gross profit

4,530

3,479

14,967

7,748

Operating expenses:

Selling, general and administrative

3,083

2,641

10,529

9,724

Research and development

382

392

1,190

1,497

Impairment (recovery of impairment) on assets held for sale

—

1,417

(481
)
1,417

Restructuring benefit

—

—

—

(2
)
Total operating expenses

3,465

4,450

11,238

12,636

Income (loss) from continuing operations

1,065

(971
)
3,729

(4,888
)
Interest income, net

102

103

551

342

Other income (expense), net

(156
)
641

(439
)
1,693

Income (loss) before provision for income taxes

1,011

(227
)
3,841

(2,853
)
Provision (benefit) for income taxes

153

(862
)
426

(406
)
Income (loss) from continuing operations

858

635

3,415

(2,447
)
Discontinued operations:

Gain from discontinued operations, net of tax

—

4

—

7

Net income (loss)

$
858

$
639

$
3,415

$
(2,440
)
Basic income (loss) per share:

Income (loss) from continuing operations

$
0.03

$
0.03

$
0.11

$
(0.11
)
Gain from discontinued operations, net of tax

—

—

—

—

Net income (loss)

$
0.03

$
0.03

$
0.11

$
(0.11
)

Shares used in computing basic income (loss) per share

30,150

23,158

29,940

23,066

Diluted income (loss) per share:

Income (loss) from continuing operations

$
0.03

$
0.02

$
0.10

$
(0.11
)
Gain from discontinued operations, net of tax

—

—

—

—

Net income (loss)

$
0.03

$
0.02

$
0.10

$
(0.11
)

Shares used in computing diluted income (loss) per share

31,464

24,378

31,287

23,066

	Three Months Ended
	March 31,
	2008		2007

Revenue	$	19,634	$	12,526
Cost of revenue	13,413		7,121
Gross profit	6,221		5,405
Operating expenses:
Selling, general and administrative	3,667		3,703
Research and development	504		460
Impairment on assets held for sale	83		—
Total operating expenses	4,254		4,163
Income from operations	1,967		1,242
Interest income, net	124		224
Other income (expense), net	428		(11		)
Income before provision for income taxes	2,519		1,455
Provision for incomes taxes	560		111
Net income	$	1,959	$	1,344

Net income per share:
Basic	$	0.06	$	0.04
Diluted	$	0.06	$	0.04

Shares used in computing net income per share:
Basic	30,367		29,798
Diluted	31,585		31,324

See accompanying notes to condensed consolidated financial statements.

AXT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Nine
Months Ended

September 30,

2007

2006

Cash flows from operating activities:

Net income (loss)

$
3,415

$
(2,440
)
Adjustments to reconcile net income (loss) to net cash used in operations:

Depreciation

1,064

2,365

Accretion of marketable securities premium/discount

(51
)
(55
)
Loss on disposal of property, plant and equipment

—

89

Stock-based compensation

341

649

Realized loss (gain) on sale of investments

83

(2,032
)
Impairment (recovery of impairment) on assets held for sale

(481
)
1,417

Changes in assets and liabilities:

Accounts receivable, net

(2,193
)
(3,574
)
Inventories

(4,712
)
(1,203
)
Prepaid expenses

512

(2,278
)
Other assets

(696
)
26

Accounts payable

(1,050
)
1,008

Accrued liabilities

475

(773
)
Income taxes payable

251

(1313
)
Other long-term liabilities

467

340

Net cash used in operating activities

(2,575
)
(7,774
)

Cash flows from investing activities:

Purchases of property, plant and equipment

(2,786
)
(2,157
)
Proceeds from disposal of property, plant and equipment

6

161

Purchases of marketable securities

(22,704
)
(7,924
)
Proceeds from sale of marketable securities

24,508

10,174

Decrease in restricted deposits

450

300

Net cash (used in)/ provided by investing activities

(526
)
554

Cash flows from financing activities:

Proceeds from issuance of common stock, net

4,390

528

Long-term debt payments

(546
)
(467
)
Net cash provided by financing activities

3,844

61

Effect of exchange rate changes on cash and cash equivalents

208

274

Net increase (decrease) in cash and cash equivalents

951

(6,885
)
Cash and cash equivalents at the beginning of the period

16,116

17,472

Cash and cash equivalents at the end of the period

$
17,067

$
10,587

	Three Months Ended
	March 31,
	2008			2007

Cash flows from operating activities:
Net income	$	1,959		$	1,344

Adjustments to reconcile net income to net cash used in operations:
Depreciation	478			321
Accretion of marketable securities premium/discount	—			(29		)
Impairment on assets held for sale	83			—
Stock-based compensation	170			120
Realized loss (gain) on sale of investments	(459		)	10
Changes in assets and liabilities:
Accounts receivable, net	(4,366		)	1,112
Inventories	(4,028		)	(4,096		)
Prepaid expenses	(1,701		)	380
Other assets	(185		)	(191		)
Accounts payable	4,469			(658		)
Accrued liabilities	(100		)	684
Income taxes	221			(49		)
Other long-term liabilities	(902		)	(464		)
Net cash used in operating activities	(4,361		)	(1,516		)

Cash flows from investing activities:
Purchases of property, plant and equipment	(986		)	(1,167		)
Proceeds from sale of assets held for sale	5,057			—
Purchases of marketable securities	(6,808		)	(5,113		)
Proceeds from sale of marketable securities	11,328			3,060
Decrease in restricted deposits	150			150
Net cash provided by (used in) investing activities	8,741			(3,070		)

Cash flows from financing activities:
Proceeds from issuance of common stock, net	68			3,708
Long-term debt payments	(150		)	(229		)
Long-term debt proceeds	274			—
Net cash provided by financing activities	192			3,479
Effect of exchange rate changes on cash and cash equivalents	273			55
Net increase (decrease) in cash and cash equivalents	4,845			(1,052		)
Cash and cash equivalents at the beginning of the period	18,380			16,116
Cash and cash equivalents at the end of the period	$	23,225		$	15,064

See accompanying notes to condensed consolidated financial statements.

AXT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

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

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

The results of operations are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with our consolidated financial statements and the notes thereto included in our ~~2006~~2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission ~~(“SEC”)~~ on March ~~23, 2007 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2007 and June 30, 2007 filed with the SEC on May 11, 2007 and August 13, 2007, respectively.~~14, 2008.

Certain reclassifications have been made to the prior period consolidated financial statements to conform to current period presentation. These reclassifications had no impact on previously reported total assets, stockholders’ equity or net income (loss).

~~Note 2. Discontinued Operations~~

Our condensed consolidated financial statements have been presented to reflect the opto-electronics business as a discontinued operation for all periods presented. Operating results of the discontinued operation are as follows (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2007

2006

2007

2006

Revenue

$
—

$
—

$
—

$
—

Cost of revenue

—

—

—

—

Gross profit

—

—

—

—

Operating expenses:

Selling, general and administrative

—

(4
)
—

(7
)
Total operating expenses

—

(4
)
—

(7
)
Gain from operations, net of tax

—

4

—

7

Net income

$
—

$
4

$
—

$
7

In the first quarter of 2007, we dissolved the corporation that previously operated our discontinued operations and transferred the cash balance to our continuing operations. Accordingly, we no longer have discontinued operations. In the three and nine months ended September 30, 2006, the $4,000 and $7,000, respectively, in income was interest earned on cash balances held in discontinued operations.

~~The carrying value of the assets and liabilities of the discontinued opto-electronics business included in the condensed consolidated balance sheets was as follows (in thousands):~~

September 30,
2007

December 31,
2006

Current assets:

Cash

$
—

$
395

Total current assets

—

395

Total assets

$
—

$
395

Net assets

—

395

Total liabilities and net assets

$
—

$
395

Note 32. Accounting for Stock-Based Compensation

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

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

~~Impact~~The effect of ~~the Adoption of SFAS 123(R)~~

~~Under the modified prospective application transition method as provided by SFAS 123(R),~~ ~~we recorded $130,000 and $206,000 of~~recording stock compensation ~~expense in our unaudited condensed consolidated statements of operations~~ for the three months ended ~~September 30,~~March 31, 2008 and 2007 and 2006, respectively, and $341,000 and $649,000 of stock compensation expense in our unaudited condensed consolidated statements of operations for the nine months ended September 30, 2007, and 2006, respectively. We elected not to capitalize any stock-based compensation to inventorywas as of January 1, 2006 when the provisions of SFAS 123(R) were initially adopted. We utilized the Black-Scholes valuation model for estimating the fair value of the stock compensation granted both before and after the adoption of SFAS 123(R). The following table summarizes the compensation expense related to our stock-based compensation planfollows (in thousands, except per share data):

	Three Months Ended September 30,								Nine Months Ended September 30,						Three Months Ended March 31,
	2007		2006						2007		2006				2008		2007
Stock-based compensation in the form of employee stock options, included in:

Cost of revenue	$	12	$				20		$	38	$		80		$	16	$	13
Selling, general and administrative	96		148						245		412				122		89
Research and development	22		38						58		156				32		18

Total stock-based compensation	130		206						341		649				170		120
Tax effect on stock-based compensation	—		—						—		—				—		—

Net effect on net income (loss)	$	130	$			206			$	341	$		649
Net effect on net income															$	170	$	120

Effect on basic net income (loss) per share	$	0.00	$		(0.01			)	$	0.01	$	(0.03		)
Effect on diluted net income (loss) per share	$	0.00	$	(0.01				)	$	0.01	$	(0.03		)

Effect on basic net income per share															$	—	$	—
Effect on diluted net income per share															$	—	$	—

~~Stock options~~

As of ~~September 30, 2007,~~March 31, 2008, the total compensation costs related to unvested stock-based awards granted to employees under our stock option plan but not yet recognized was approximately ~~$811,000,~~$1,391,000 net of estimated forfeitures of ~~$60,000, and will be adjusted for subsequent changes in estimated forfeitures.~~$449,000. This cost will be amortized on a straight-line basis over a weighted-average period of approximately ~~2.1 years.~~2.4 years and will be adjusted for subsequent changes in estimated forfeitures. We elected not to capitalize any stock-based compensation to inventory as of ~~September 30,~~March 31, 2008 and December 31, 2007, ~~and 2006,~~ due to the immateriality of the amount.

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

We estimate the fair value of stock options using a Black-Scholes valuation model, consistent with the provisions of SFAS 123(R), and Securities and Exchange Commission Staff Accounting Bulletin No. ~~107 and our prior period pro forma disclosures of net income (loss), including stock-based compensation (determined under a fair value method as prescribed by SFAS No. 123).~~107. There were no stock option grants made in the three months ended March 31, 2007. The fair value of our stock options granted to employees for the three ~~and nine~~ months ended ~~September 30, 2007, and 2006,~~March 31, 2008 was estimated using the following weighted-average assumptions:

	Three Months Ended March 31,
	2008
Expected term (in years)	4.0

Volatility	60.79		%

Expected dividend	0		%

Risk-free interest rate	2.69		%

Estimated forfeitures	14.64		%

Weighted-average fair value	$	5.09

Three Months Ended
September 30,

Nine Months Ended
September 30,

2007

2006

2007

2006

Expected term (in years)

4.0

5.0

4.0

5.0

Volatility

64.08
%
82.26
%
64.08
%
84.86
%

Expected dividend

0.00
%
0.00
%
0.00
%
0.00
%

Risk-free interest rate

4.62
%
4.59
%
4.62
%
4.80
%

Estimated forfeitures

5.99
%
1.49
%
5.99
%
12.33
%

Weighted-average fair value

$
4.92

$
2.17

$
4.92

$
1.82

The following table summarizes the stock option transactions during the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 (in thousands, except per share data):

Shares

Weighted-
average
Exercise
Price

Weighted-
average
Remaining
Contractual
Life

Aggregate
Intrinsic
Value

(in years)

Options outstanding as of December 31, 2006

2,728

$
2.51

Granted

31

4.92

Exercised

(391
)
1.98

Canceled

(127
)
4.59

Options outstanding as of September 30, 2007

2,241

$
2.52

6.64

$
9,092

Options vested and expected to vest as of September 30, 2007

2,177

$
2.53

6.60

$
8,838

Options exercisable as of September 30, 2007

1,594

$
2.58

6.05

$
6,622

	Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Life	Aggregate Intrinsic Value
	(in years)
Options outstanding as of December 31, 2007	2,477		$	2.95

Granted	2		5.09

Exercised	(38	)	1.82

Canceled	(34	)	7.00

Options outstanding as of March 31, 2008	2,407		2.91		6.79	$	5,732

Options vested and expected to vest as of March 31, 2008	2,164		$	2.83	6.61	$	5,351

Options exercisable as of March 31, 2008	1,650		$	2.45	6.00	$	4,677

8As of December 31, 2007, options to purchase 1,638,139 shares at a weighted average exercise price of $2.56 per share were vested and exerciseable.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on our closing price of $4.77 as of March 31, 2008, which would have been received by the optionholder had all optionholders exercised their options as of that date. The total number of in-the-money options exerciseable as of March 31, 2008 was 1,919,444.

The options outstanding and exercisable as of ~~September 30, 2007~~March 31, 2008 were in the following exercise price ranges:

Options Outstanding as of September 30, 2007

Options Exercisable
as of September 30, 2007

Range of Exercise Price

Shares

Weighted-average
Exercise Price

Weighted-average
Remaining
Contractual Life

Shares

Weighted-Average
Exercise Price

$1.17 - $ 1.38

1,287,010

$
1.28

6.97

875,972

$
1.29

$1.39 - $ 1.44

11,500

$
1.41

7.64

6,605

$
1.41

$1.45 - $ 2.24

473,530

$
2.17

5.66

440,176

$
2.18

$2.25 - $ 5.00

371,468

$
4.00

7.81

174,031

$
3.16

$5.01 - $41.50

97,500

$
15.03

2.46

97,500

$
15.03

2,241,008

$
2.52

6.64

1,594,284

$
2.58

Options Outstanding as of March 31, 2008					Options Exercisable as of March 31, 2008
Range of Exercise Price	Shares	Weighted-average Exercise Price		Weighted-average Remaining Contractual Life	Shares	Weighted-Average Exercise Price
$ 1.17 - $ 1.38	1,213,281	$	1.28	6.66	936,458	$	1.29
$ 1.39 - $ 1.44	11,500	$	1.41	7.14	8,042	$	1.41
$ 1.45 - $ 2.24	445,863	$	2.17	5.09	430,571	$	2.17
$ 2.25 - $ 6.31	677,995	$	4.95	8.43	216,431	$	3.54
$ 6.32 - $41.50	58,500	$	19.17	3.35	58,500	$	19.17
	2,407,139	$	2.91	6.79	1,650,002	$	2.45

The total intrinsic value of options exercised for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2008 and 2007, was ~~$929,000~~$128,000 and ~~$1,089,000,~~$70,000, respectively. Cash received from option exercises for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2008 and 2007 was ~~$548,000~~$68,000 and ~~$776,000,~~$45,000, respectively. The total intrinsic value of options exercised for the three and nine months ended September 30, 2006 was $203,000 and $395,000, respectively. Cash received from option exercises for the three and nine months ended September 30, 2006 was $229,000 and $527,000, respectively.

~~Restricted stock awards~~

A summary of activity related to restricted stock awards for the three months ended ~~September 30, 2007~~March 31, 2008 is presented below:

Shares

Weighted-Average
Grant Date Fair Value

Non-vested restricted stock shares outstanding at beginning of the quarter

10,608

$
3.77

Restricted stock shares granted

12,872

$
4.66

Restricted stock shares vested

—

$
—

Non-vested restricted stock shares outstanding as of September 30, 2007

23,480

$
4.26

~~A summary of activity related to restricted stock awards for the nine months ended September 30, 2007 is presented below:~~

	Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
Non-vested restricted stock shares outstanding at beginning of the year	—	$	—
Non-vested restricted stock shares outstanding at beginning of the quarter				23,480	$	4.26
Restricted stock shares granted	23,480	$	4.26	—	$	—
Restricted stock shares vested	—	$	—	—	$	—
Non-vested restricted stock shares outstanding as of September 30, 2007	23,480	$	4.26
Non-vested restricted stock shares outstanding as of March 31, 2008				23,480	$	4.26

As of ~~September 30, 2007,~~March 31, 2008, we had ~~$92,000~~$76,000 of unrecognized compensation expense, net of forfeitures, related to restricted stock awards, which will be recognized over the weighted average period of ~~2.76~~2.43 years. During the three ~~and nine~~ months ended ~~September 30, 2007,~~March 31, 2008, no shares of restricted stock ~~were~~ vested.

Note ~~4. Cash, Cash Equivalents~~3. Investments and ~~Investments~~Fair Value Measurements

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

	September 30, 2007										December 31, 2006									March 31, 2008									December 31, 2007
				Gross		Gross							Gross		Gross							Gross		Gross							Gross		Gross
	Amortized			Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost			Gain		(Loss)			Value		Cost		Gain		(Loss)			Value		Cost		Gain		(Loss)			Value		Cost		Gain		(Loss)			Value
Classified as:
Cash	$		6,800	$	—	$	—		$	6,800	$	6,892	$	—	$	—		$	6,892	$	8,308	$	—	$	—		$	8,308	$	10,818	$	—	$	—		$	10,818
Cash equivalents:
Money market fund	8,075			—		—			8,075		7,045		—		—			7,045		14,917		—		—			14,917		7,562		—		—			7,562
U.S. Treasury and agency securities	2,192			—		—			2,192		2,179		—		—			2,179

Total cash equivalents	10,267			—		—			10,267		9,224		—		—			9,224		14,917		—		—			14,917		7,562		—		—			7,562

Total cash and cash equivalents	17,067			—		—			17,067		16,116		—		—			16,116		23,225		—		—			23,225		18,380		—		—			18,380

Investments:
U.S. Treasury and agency securities	1,400			—		—			1,400		12,277		—		(39		)	12,238		—		—		—			—		1,400		—		—			1,400
Asset-backed securities	3,985			—		(10		)	3,975		809		—		(1		)	808		—		—		—			—		3,820		—		(77		)	3,743
Commercial paper	3,300			—		(115		)	3,185		500		—		—			500		3,300		—		(115		)	3,185		3,300		—		(115		)	3,185
Corporate bonds	15,650			665		(1		)	16,314		13,035		—		(3		)	13,032		20,060		—		(478		)	19,582		19,051		260		(114		)	19,197
Total investments	24,335			665		(126		)	24,874		26,621		—		(43		)	26,578		23,360		—		(593		)	22,767		27,571		260		(306		)	27,525
Total cash, cash equivalents and investments	$	41,402		$	665	$	(126	)	$	41,941	$	42,737	$	—	$	(43	)	$	42,694	$	46,585	$	—	$	(593	)	$	45,992	$	45,951	$	260	$	(306	)	$	45,905
Contractual maturities on investments:
Mature within 1 year	$	2,048							$	2,048	$	13,767						$	13,727
Mature after 1 through 5 years	18,302								18,851		12,854							12,851
Mature after 5 years	3,985								3,975		—							—
Due within 1 year																				$	—						$	—	$	2,050						$	2,050
Due after 1 through 5 years																				23,360							22,767		25,521							25,475
	$	24,335							$	24,874	$	26,621						$	26,578	$	23,360						$	22,767	$	27,571						$	27,525

The investments include ~~$6.7~~$6.6 million and ~~$7.2~~$6.7 million recorded as restricted deposits on the condensed consolidated balance sheets as of ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006,~~2007, respectively, as a result of the outstanding principal amount on our industrial revenue bonds.

We manage our investments as a single portfolio of highly marketable securities that is intended to be available to meet our current cash requirements. For the three ~~and nine~~ months ended ~~September 30, 2007,~~March 31, 2008, we had ~~$54,000 and $83,000~~$459,000 in gross realized ~~losses~~gains on sales of our available-for-sale securities. For the three ~~and nine~~ months ended ~~September 30, 2006,~~March 31, 2007 we had ~~$0.7 million and $2.0 million, respectively,~~$10,000 in gross realized ~~gains~~losses on sales of our available-for-sale securities.

The gross unrealized losses related to our portfolio of available-for-sale securities were primarily due to a decrease in the fair value of debt securities as a result of an increase in interest rates during ~~2006~~2007 and the first ~~nine~~three months of ~~2007.~~2008. We have determined that the gross unrealized losses on our available-for-sale securities as of ~~September 30, 2007~~March 31, 2008 are temporary in nature. We reviewed our investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is temporary include the magnitude of the decline in market value, the length of time the market value has been below cost (or adjusted cost), credit quality, and our ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value. The

109

~~The~~ following table provides a breakdown of our available-for-sale securities with unrealized losses as of ~~September 30, 2007~~March 31, 2008 (in thousands):

	In Loss Position					In Loss Position				Total In
	< 12 months					> 12 months				Loss Position
	Fair		Gross			Fair		Gross		Fair		Gross
	Value		Unrealized			Value		Unrealized		Value		Unrealized
			(Loss)					(Loss)				(Loss)
Investments:
U.S. Treasury and agency securities	$	3,185	$	(115	)	$	—	$	—	$	3,185	$	(115	)
Corporate bonds	19,582		(478		)	—		—		19,582		(478		)
Total in loss position	$	22,767	$	(593	)	$	—	$	—	$	22,767	$	(593	)

Investments in Privately-held Companies

We have made strategic investments in private companies located in China in order to gain access at a competitive cost to raw materials that are critical to our substrate business. (See Note 9). At March 31, 2008 and December 31, 2007, our investments in privately-held companies had a carrying value of $5.1 million and $4.9 million, respectively. The investment balances for the two companies accounted for under the equity method are included in “other assets” in the condensed consolidated balance sheets. We own 25% of the ownership interests in each of these companies.

Fair Value Measurements

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

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis in accordance with SFAS No. 157 as of March 31, 2008 (in thousands):

	Balance as of March 31, 2008		Quoted Prices in Active Markets of Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Assets:
Cash equivalents:
Money market funds .	$	14,917	$	14,917	$	—
Short-term investments:
Commercial paper	3,185		—		3,185
Corporate bonds	19,582		—		19,582
Total	$	37,684	$	14,917	$	22,767

Liabilities	$	—	$	—	$	—

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

In Loss Position

In Loss Position

Total In

< 12 months

> 12 months

Loss Position

Gross

Gross

Gross

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

(Loss)

Value

(Loss)

Value

(Loss)

Investments:

U.S. Treasury and agency securities

$
—

$
—

$
3,975

$
(10
)
$
3,975

$
(10
)
Asset-backed securities

—

—

3,185

(115
)
3,185

(115
)
Corporate bonds

298

(1
)
—

—

298

(1
)
Total in loss position

$
298

$
(1
)
$
7,160

$
(125
)
$
7,458

$
(126
)

Items Measured at Fair Value on a Nonrecurring Basis

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

Note 5.4. Inventories, Net

~~Inventories are stated at the lower of cost or market.~~ The components of inventories are summarized below (in thousands):

	September 30,		December 31,		March 31,		December 31,
	2007		2006		2008		2007
Inventories, net:
Raw materials	$	11,426	$	8,419	$	13,325	$	11,154
Work in process	11,614		11,222		13,515		12,254
Finished goods	2,084		622		2,237		1,373
	$	25,124	$	20,263	$	29,077	$	24,781

Note 6. ~~Recovery of~~5. Impairment on Assets Held ~~for~~For Sale

During the three months ended ~~June 30, 2007,~~March 31, 2008, we ~~benefited from a recovery~~completed the sale of ~~impairment on assets held for sale~~our property in ~~connection with our adjustment~~Fremont, California. The escrow established to pay the purchase price of the ~~fair value of our U.S.~~ property ~~located in Fremont, California, which has been decontaminated and is being prepared~~closed on March 28, 2008. The final purchase price for ~~sale. Accordingly, we recorded a $481,000 market value adjustment after we entered into an agreement with an independent third party purchaser to purchase~~ the property ~~for estimated~~was $5.3 million. We received net proceeds of $5.1 million after deducting ~~estimated commission~~commissions and selling expenses. ~~Subsequent to~~We recorded an impairment charge upon the three and nine months ended September 30, 2007, we received a notice from this third party purchaser terminating the agreement to purchase the property. On October 22, 2007, we entered into a new agreement with a different independent third party purchaser to purchasesale of the property of $83,000. There was no impairment charge for ~~$5.65 million, subject to certain contingencies. See Note 14 below. This property has been classified as “assets held for sale” in~~ the ~~amount of $5.1 million on the condensed consolidated balance sheet as of September 30,~~same three month period ended March 31, 2007.

Note 7.6. Net Income ~~(Loss)~~ Per Share

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

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

	Three Months Ended
	March 31,
	2008			2007
Numerator:
Net income	$	1,959		$	1,344
Less: Preferred stock dividends	(44		)	(44		)
Net income available to common stockholders	$	1,915		$	1,300
Denominator:
Denominator for basic net loss per share - weighted average common shares	30,367			29,798
Effect of dilutive securities:
Common stock options	1,218			1,526
Denominator for dilutive net loss per common share	31,585			31,324
Basic net income per share	$	0.06		$	0.04
Diluted net income per share	$	0.06		$	0.04
Options excluded from diluted net loss per share as the impact is anti-dilutive	511			362

Three Months Ended

Nine Months Ended

September 30,

September 30,

2007

2006

2007

2006

Numerator:

Net income (loss)

$
858

$
639

$
3,415

$
(2,440
)
Less: Preferred stock dividends

(44
)
(44
)
(132
)
(132
)

Net income (loss) available to common stockholders

$
814

$
595

$
3,283

$
(2,572
)
Denominator:

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

30,150

23,158

29,940

23,066

Effect of dilutive securities:

Common stock options

1,314

1,220

1,347

—

Denominator for dilutive net income (loss) per common share

31,464

24,378

31,287

23,066

Basic net income (loss) per share

$
0.03

$
0.03

$
0.11

$
(0.11
)
Diluted net income (loss) per share

$
0.03

$
0.02

$
0.10

$
(0.11
)
Options excluded from diluted net loss per share as the impact is anti-dilutive

98

120

822

2,589

Note 8.7. Comprehensive Income ~~(Loss)~~

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2007

2006

2007

2006

Net income (loss)

$
858

$
639

$
3,415

$
(2,440
)
Foreign currency translation gain

357

196

956

274

Unrealized gain on available-for-sale investments

110

151

582

1,997

Less: reclassification adjustment for realized gain included in net income (loss)

—

(650
)
—

(2,032
)
Comprehensive income (loss)

$
1,325

$
336

$
4,953

$
(2,201
)

	Three Months Ended
	March 31,
	2008			2007

Net income	$	1,959		$	1,344

Change in foreign currency translation gain	1,152			230
Change in unrealized gain (loss) on available for sale investments	(547		)	29
Comprehensive income	$	2,564		$	1,603

Note 9.8. Segment Information and Foreign Operations

Segment Information

We operate in one segment for the design, development, manufacture and distribution of high-performance compound semiconductor substrates and sale of materials. In accordance with SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information” (“SFAS No. 131”), our chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating our resources and assessing our performance. All material operating units qualify for aggregation under SFAS No. 131 due to their identical customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. Since we operate in one segment, all financial segment and product line information required by SFAS No. 131 can be found in the condensed consolidated financial statements.

Geographical Information

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

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2007		2006		2007		2006		2008		2007
Net revenues:
North America*	$	2,820	$	3,033	$	8,918	$	7,704	$	4,999	$	3,342
Europe	2,521		2,012		7,163		5,684		2,817		2,065
Japan	3,301		842		8,699		2,638		4,140		2,386
Taiwan	2,444		2,869		6,512		5,782		2,807		1,812
Asia Pacific	3,388		3,791		9,347		9,565		4,871		2,921
Consolidated	$	14,474	$	12,547	$	40,639	$	31,373
Consolidated total									$	19,634	$	12,526

*Primarily the United States

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

	As of					As of
	September 30,			December 31,		March 31,		December 31,
	2007			2006		2008		2007
Long-lived assets:
North America	$		139	$	426	$	149	$	149
China	14,933			12,349		16,971		15,837
	$	15,072		$	12,775	$	17,120	$	15,986

Significant Customers

No customer represented more than 10% of ~~revenue~~revenues for the three ~~months~~month periods ended ~~September 30,~~March 31, 2008 and 2007. ~~One customer~~Our top five customers represented ~~18.4%~~33.2% and 34.0% of revenue for the three ~~months~~month periods ended September 30, 2006. No customer represented more than 10% of revenue for the nine months ended September 30, 2007. One customer represented 15.0% of revenue for the nine months ended September 30, 2006. Our top five customers represented 30.9%March 31, 2008 and ~~44.1% of revenue for the three months ended September 30,~~ 2007, ~~and 2006, respectively. Our top five customers represented 31.8% and 40.3% of revenue for the nine months ended September 30, 2007, and 2006,~~ respectively.

Note ~~10.~~9. Investments in Privately-held Companies

	Investment Balance as of							Investment Balance as of
Company	September 30, 2007		December 31, 2006		Accounting Method	Ownership Percentage		March 31, 2008		December 31, 2007		Accounting Method	Ownership Percentage
Beijing Ji Ya Semiconductor Material Co., Ltd	$	996	$	996	Consolidated	46	%	$	996	$	996	Consolidated	46	%
Nanjing Jin Mei Gallium Co., Ltd	592		592		Consolidated	83		592		592		Consolidated	83	%
Beijing BoYu Manufacturing Co., Ltd	410		410		Consolidated	70
Xilingol Tongli Ge Co. Ltd	1,998		1,304		Equity	25
Emeishan Jia Mei High Pure Metals Co., Ltd	721		670		Equity	25
Beijing BoYu Semiconductor Vessel Craftwork Technology Co., Ltd								410		410		Consolidated	70	%
Xilingol Tongli Germanium Co., Ltd								2,319		2,138		Equity	25	%
Emeishan Jia Mei High Purity Metals Co., Ltd								780		761		Equity	25	%

The investment balances for the two companies accounted for under the equity method are included in “other assets” in the condensed consolidated balance sheets. We own 25% of the ownership interests in each of these companies. These two companies are not considered variable interest entities because:

·		both companies have sustainable businesses of their own;

·		our voting power is proportionate to our ownership interests;

·		we only recognize our respective share of the losses and/or residual returns generated by the companies if they occur; and
	��
·		• ~~both companies have sustainable businesses of their own;~~ • ~~our voting power is proportionate to our ownership interests;~~ 13 • ~~we only recognize our respective share of the losses and/or residual returns generated by the companies if they occur; and~~ •we do not have a controlling financial interest in, do not maintain operational or management control of, do not control the board of directors of, and are not required to provide additional investment or financial support to, either company.

Undistributed retained earnings relating to our investments were ~~$6.7~~$8.9 million and ~~$4.4~~$7.8 million as of ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006,~~2007, respectively. Net income recorded from our investments was ~~$729,000~~$1,035,000 and ~~$609,000~~$611,000 for the three months ended ~~September 30,~~March 31, 2008 and 2007, ~~and 2006, respectively. Net income recorded from our investments was $2.3 million and $1.3 million for the nine months ended September 30, 2007 and 2006,~~ respectively.

The minority interest for those investments that are consolidated is included inwithin “Other long-term liabilities” in the condensed consolidated balance sheets and inwithin “Other income (expense), net” on the condensed consolidated statements of operations.

We also have investments in two privately-held companies which are accounted for under the cost method as we do not have the ability to exercise significant influence over their operations. As of March 31, 2008 and December 31, 2007, these investments totaled approximately $0.4 million and are included in “other assets” on the condensed consolidated balance sheets.

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

Indemnification Agreements

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

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

Product Warranty

We warrant our products for a specific period of time, generally twelve months, against material defects. We provide for the estimated future costs of warranty obligations in cost of sales when the related revenue is recognized. The accrued warranty costs represent the best estimate at the time of sale of the total costs that we expect to incur to repair or replace product parts that fail while still under warranty. The amount of accrued estimated warranty costs are primarily based on historical experience as to product failures as well as current information on repair costs. On a quarterly basis, we review the accrued balances and update these based on the historical warranty cost trends. The following table reflects the change in our warranty accrual which is included in “accrued liabilities” on the condensed consolidated balance sheets, during the three months ended March 31, 2008 and ~~nine months ended September 30,~~ 2007 ~~and 2006~~ (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2007

2006

2007

2006

Beginning accrued warranty and related costs

$
949

$
204

$
459

$
120

Charged (credited) to cost of revenue

(116
)
553

580

699

Actual warranty expenditures

(14
)
(186
)
(220
)
(248
)
Ending accrued warranty and related costs

$
819

$
571

$
819

$
571

~~Purchase Commitment~~

On February 27, 2007, we entered into an agreement with Recapture Metals Limited of Ontario, Canada (“Recapture”), pursuant to which Recapture will supply our subsidiary in the People’s Repiblic of China with one thousand kilograms per month of 99.99999% pure gallium, during the eighteen month period beginning July 1, 2007. Under the terms of the agreement, we are required to purchase a minimum of eighteen thousand kilograms of gallium, unless the agreement is terminated prior to the expiration of the eighteen month period on December 31, 2008. As of September 30, 2007, our total remaining commitment under this agreement is approximately $6.1 million.

	Three Months Ended March 31,
	2008			2007

Beginning accrued warranty and related costs	$	1,030		$	459
Charged to cost of revenue	29			452
Actual warranty expenditures	(63		)	(128		)
Ending accrued warranty and related costs	$	996		$	783

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

We incurred foreign currency transaction exchange gains of ~~$162,000~~$189,000 and foreign exchange losses of ~~$59,000~~$44,000 for the three ~~months~~month periods ended ~~September 30,~~March 31, 2008, and 2007, ~~and 2006, respectively. We incurred foreign currency transaction exchange losses of $128,000 and $48,000 for the nine months ended September 30, 2007, and 2006,~~ respectively. These amounts are included in other income (expense), net on the condensed consolidated statements of operations.

Note ~~13.~~12. Income Taxes

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“~~FIN”~~FIN48”) ~~48,~~ , “Accounting for Uncertainty in Income ~~Taxes”~~Taxes—an interpretation of FASB Statement No. 109),”., FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. We adopted FIN 48 effective January 1, 2007. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of ~~September 30, 2007,~~March 31, 2008, we do not have any gross unrecognized tax benefits, nor any accrued interest and penalties related to uncertain tax positions. As a result of the implementation of FIN 48, we identified $16.4 million in unrecognized tax benefits. This amount decreased the tax loss carryforwards in the U.S. which are fully offset by a valuation allowance. We file income tax returns in the U.S. federal, various states and foreign jurisdictions. We have substantially concluded all U.S. federal and state income tax matters through December 31, 2006.

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

~~On October 4,~~In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 requires companies with derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Based on our current

operations, we do not expect that the adoption of SFAS 161 will have a material impact on our consolidated financial position or results of operations.

In December 2007, ~~we received~~the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”, (“SFAS 141R”). SFAS 141R establishes the principles and requirements for how an acquirer in a ~~notice~~business combination (1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, (2) recognizes and measures the goodwill acquired in the business combination or a gain from ~~Mr.~~a bargain purchase and ~~Mrs. Allen~~(3) determines what information to disclose to enable users of the financial statements to evaluate the nature and ~~Janette Blazick (collectively,~~financial effects of the ~~“Original Buyers”) terminating~~business combination. SFAS 141(R) is effective beginning with the ~~Purchase~~Company’s fiscal 2009. The impact of the adoption of SFAS 141(R) on the Company’s results of operations and ~~Sale Agreement (the “Old Agreement”~~financial position will depend on the nature and extent of business combinations that the Company completes, if any, in or after fiscal 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”) ~~dated June~~. SFAS 160 requires that minority interest be separately reported in the consolidated entity’s equity section and that no gain or loss shall be reported when transactions occur between the controlling interest and the non-controlling interests. Furthermore, the acquisition of non-controlling interest by the controlling interest is not treated as a business combination. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We have not yet evaluated the impact of SFAS 160 on our consolidated financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 expands the use of fair value accounting to many financial instruments and certain other items. The fair value option is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We do not have any instruments eligible for election of the fair value option. Therefore, the adoption of SFAS 159 in the first quarter of fiscal 2008 did not impact our consolidated financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, ~~under section 2.2.1~~and interim periods of those fiscal years. In February 2008, the FASB released a FASB Staff Position (FSP FAS 157-2— Effective Date of FASB Statement No. 157 ) which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008. These non-financial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and non-financial assets acquired and liabilities assumed in a business combination. The partial adoption of SFAS 157 as of January 1, 2008 for financial assets and liabilities did not have a material impact on our condensed consolidated financial position, results of operations or cash flows. See Note 3 of the ~~Old Agreement. Pursuant~~Notes to the Old Agreement, AXT had agreed to sell its property and building at 4311 Solar Way in Fremont, California to the Original Buyers, in return of a cash payment of $5.35 million, subject to certain contingencies.

On October 19, 2007, our board of directors appointed our chief executive officer, Dr. Philip C.S. Yin, as chairman of the board, succeeding Jesse Chen. Mr. Chen has been named as lead independent director of the company. Both appointments are effective October 19, 2007.

On October 22, 2007, we entered into a Purchase and Sale Agreement (the “New Agreement”) with SBC&D Co., Inc., a California corporation, dba South Bay Development (the “Buyer”) under which it agreed to sell its property and building at 4311 Solar Way in Fremont, California in return for a cash payment of $5.65 million, subject to certain contingencies. In connection with the execution of the New Agreement, the Buyer deposited $250,000 with an escrow agrent, which shall be fully refundable to Buyer prior to the expiration of the 30-day Due Diligence Period, then, after the expiration of the Due Diligence Period, the deposit shall be deemed non-refundable to Buyer for any reason other than as a result of a breach or default by Seller or the occurrence of certain casualty or condemnation events prior to the close of escrow. The closing of the sale of the property is to occur within fifteen days of the lapse of the Due Diligence Period.Condensed Consolidated Financial Statements.

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

This quarterly report on Form 10-Q, including the following sections, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, particularly statements relating to our expectations regarding results of operations, customer demand, improvements in our product quality, our ability to expand our markets and increase sales, customer qualifications of our products, gross margins, favorable pricing, reliable supply and enhanced sourcing lead-times of raw materials, and our reserve balances. These forward-looking statements are based upon management’s current views with respect to future events and financial performance, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated in such forward-looking statements. Such risks and uncertainties include those set forth under ~~Item 1A~~the section entitled “Risk Factors” below, which identify important factors that could cause actual results to differ materially from those predicted in any such forward-looking statements. We caution investors that actual results may differ materially from those projected in the forward-looking statements as a result of certain risk factors identified in this Form 10-Q and other filings we have made with the Securities and Exchange Commission. Forward-looking statements may be identified by the use of terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” and similar expressions. Statements concerning our future or expected financial results and condition, business strategy and plans or objectives for future operations are forward-looking statements.

These forward-looking statements are not guarantees of future performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2006~~2007 and the condensed consolidated financial statements included elsewhere in this report.

Overview

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

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

GaAs (semi-conducting)	2”, 3”, 4”	• · High brightness LEDs
		• ·Lasers
		• ·Optical couplers

InP	2”, 4”3”, 6”4”	• ·Broadband and ~~Fiber~~fiber optic communications

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

We manufacture compound semiconductor substrates using our proprietary vertical gradient freeze, or VGF, technology. Our in-house VGF technology enables us to add capacity quickly and cost efficiently. We manufacture all of our products in China, which generally has lower costs for facilities, labor and materials.

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

Revenue increased ~~$9.3~~$7.1 million, or ~~29.5%~~56.7%, to ~~$40.6~~$19.6 million for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 from ~~$31.4~~$12.5 million for the same period of ~~2006~~2007 primarily ~~from~~due to our improved quality, higher customer demands for six-inch diameter wafers, and an increase in raw material ~~sales~~sales. On March 28, 2008, we completed the sale of our Fremont, California facility and ~~higher customer demands for smaller diameter wafers, offset by inventory adjustments~~received net proceeds of ~~select handset manufacturers~~approximately $5.1 million after deducting commissions and ~~foundaries.~~selling expenses. As of ~~September 30, 2007,~~March 31, 2008, we had available cash, cash equivalents and short-term investments of ~~$35.2~~$39.4 million, excluding restricted deposits.

~~Recovery of Impairment on Assets Held for Sale~~

During the three months ended June 30, 2007, we benefited from a recovery of impairment on assets held for sale in connection with our adjustment of the fair value of our U.S. property located in Fremont, California, which has been decontaminated and is being prepared for sale, to market value. Accordingly, we recorded a $481,000 market value adjustment after we entered into an agreement with an independent third party purchaser to purchase the property for estimated net proceeds of $5.1 million, after deducting estimated commission and selling expenses. Subsequent to the three and nine months ended September 30, 2007, we received a notice from this third party purchaser terminating the agreement to purchase the property. On October 22, 2007, we entered into a new agreement with a different independent third party purchaser to purchase the property for $5.65 million, subject to certain contingencies. See Note 14 to our condensed consolidated financial statements. This property has been classified as “assets held for sale” in the amount of $5.1 million on the condensed consolidated balance sheet as of September 30, 2007.

Critical Accounting Policies and Estimates

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

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

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

We ~~have identified~~believe that the ~~policies below as~~following are our critical ~~to our business operations and understanding of our financial condition and results of operations.~~accounting policies:

Revenue Recognition

We manufacture and sell high-performance compound ~~and single element~~ semiconductor substrates and sell certain raw materials including gallium, germanium dioxide, and pBN crucibles. After we ship our products, there are no remaining obligations or customer acceptance requirements that would preclude ~~recognition of the~~ revenue ~~earned on the sale.~~recognition. Our products are typically sold pursuant to a purchase order placed by our customers, and our terms and conditions of sale do not require customer acceptance. We recognize revenue upon shipment and transfer of title of products to our customers, which is ~~ordinarily~~either upon shipment from our dock, receipt at the customer’s dock, or removal from consignment inventory at the customer’s location, provided that we have received a signed purchase order, the price is fixed or determinable, title and risk of ownership have transferred, collection of resulting receivables is probable, and product returns are reasonably estimable. We do not provide training, installation or commissioning services. Additionally, we do not provide discounts or other incentives to customers.

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

~~In June 2006, the FASB ratified the consensus reached by the Emerging Issues Task Force (“EITF”) regarding EITF Issue No. 06-03, “~~~~How Taxes Collected from Customers and Remitted to Government Authorities Should be Presented in the Income Statement (That Is, Gross versus Net Presentation)”~~~~. We have historically presented, and will continue to present sales tax, value added tax, and other similar taxes on a net basis, excluding them from revenue.~~

Allowance for Doubtful Accounts

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

As of ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006,~~2007, our accounts receivable, net, balance was ~~$11.9~~$16.7 million and ~~$9.7~~$12.1 million, respectively, which was net of an allowance for doubtful accounts of ~~$0.6 million~~$187,000 and ~~$0.1 million,~~$379,000, respectively. ~~The increase in gross accounts receivable balance was primarily due to increased sales, while the increase in allowance for doubtful accounts was mainly for our slow-paying customers in Asia.~~ If actual uncollectible accounts differ substantially from our estimates, revisions to the estimated allowance for doubtful accounts would be required, which could have a material impact on our financial results for the period.

Warranty Reserve

We maintain a warranty reserve based upon our claims experience during the prior twelve months. Warranty costs are accrued at the time revenue is recognized. As of ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006,~~2007, accrued product warranties totaled ~~$819,000 and $459,000, respectively. The increase in accrued warranties is primarily attributable to increased claims on quality experienced by some customers as well as an increase in revenues.~~$1.0 million. If actual warranty costs differ substantially from our estimates, revisions to the estimated warranty liability would be required, which could have a material impact on our financial condition and results of operations.

Inventory Valuation

Inventories are stated at the lower of cost or market. Cost is determined using the weighted average cost method. Our inventory consists of raw materials as well as finished goods and work-in-process that include material, labor and manufacturing overhead costs. Given the nature of our substrate products, and the materials used in the manufacturing process, the wafers and ingots comprising work-in-process may be held in inventory for up to two years and three years, respectively, as the risk of obsolescence for these materials is low. We routinely evaluate the levels of our inventory in light of current market conditions in order to identify excess and obsolete inventory, and we provide a valuation allowance for certain inventories based upon the age and quality of the product and the projections for sale of the completed products. As of ~~September 30, 2007~~March 31, 2008 and December 31, ~~2006,~~2007, we had an inventory reserve of ~~$13.2~~$13.5 million and ~~$15.4~~$13.6 million for excess and obsolete inventory, respectively. The majority of this inventory has not been scrapped, and accordingly, may be sold in future periods. If actual demand for our products were to be substantially lower than estimated, additional inventory adjustments for excess or obsolete inventory might be required, which could have a material impact on our business, financial condition and results of operations.

Impairment of Investments

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

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

Impairment of Long-Lived Assets

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

Employee Stock Options

We grant options to ~~purchase our common stock to~~ substantially all management employees and believe that this program helps us to attract, motivate and retain high quality employees, to the ultimate benefit of our stockholders. Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS

~~SFAS~~ 123(R)”), using the modified prospective application transition method. Under this transition method, stock-based compensation cost was recognized in the condensed consolidated financial statements for all share-based payments after January 1, 2006. Compensation cost recognized includes the estimated expense for the portion of the vesting period after January 1, 2006 for share-based payments ~~granted~~ prior to, but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS ~~No.~~ 123, “Accounting for Stock-Based Compensation.” We recognize these compensation costs net of an estimated forfeiture rate over the requisite service period of the award, which is generally the vesting term of four years for stock options. Results for prior periods have not been restated, as provided for under the modified prospective application transition method.

As of the date of the filing of this quarterly report, we believe there have been no material changes to our critical accounting policy on employee stock options during the three months ended March 31, 2008 compared to that disclosed in our Annual Report on Form 10K for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission (“SEC”) on March 14, 2008. See Note 2 to our condensed consolidated financial statements.

Income Taxes

We account for income taxes in accordance with SFAS No. 109 (“SFAS 109”), “Accounting for Income ~~Taxes”~~ ~~(“SFAS 109”)~~,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. SFAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized.

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

~~In July 2006, the Financial Accounting Standards Board (“FASB”) issued~~Effective January 1, 2007, we adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income ~~Taxes,~~ Taxes—an interpretation of FASB Statement No. ~~109” (“FIN 48”)~~109. ~~FIN 48 clarifies~~” See Note 12 — “Income Taxes” in the ~~accounting for uncertainty in income taxes recognized in an enterprise’s~~condensed consolidated financial statements ~~in accordance with SFAS 109. This interpretation prescribes a recognition threshold and measurement attribute~~ for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. We adopted FIN 48 effective January 1, 2007. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2007, we do not have any gross unrecognized tax benefits, nor any accrued interest and penalties related to uncertain tax positions. As a result of the implementation of FIN 48, we identified $16.4 million in unrecognized tax benefits. This amount decreased the tax loss carryforwards in the U.S. which are fully offset by a valuation allowance. We file income tax returns in the U.S. federal, various states and foreign jurisdictions. We have substantially concluded all U.S. federal and state income tax matters through December 31, 2006.additional information.

As of the date of the filing of this quarterly report, there have been no material changes to our critical accounting policies and procedures during the three months and nine months ended September 30, 2007 compared to that disclosed in our Annual Report on Form 10K for the fiscal year ended December 31, 2006 filed with the SEC on March 23, 2007 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2007 and June 30, 2007 filed with the SEC on May 11, 2007 and August 13, 2007, respectively.

Results of Operations

Revenue

Three Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

GaAs

$
9,909

$
10,561

$
(652
)
(6.2
)%
InP

408

340

68

20.0
%
Ge

536

387

149

38.5
%
Raw materials

3,621

1,251

2,370

189.4
%
Other

—

8

(8
)
NM

Total revenue

$
14,474

$
12,547

$
1,927

15.4
%

~~NM = % not meaningful~~

	March 31,				Increase
	2008		2007		(Decrease)			% Change
	($ in thousands)
GaAs	$	13,720	$	8,792	$	4,928		56.1	%
InP	478		518		(40		)	(7.7	)%
Ge	1,385		541		844			156.0	%
Raw materials	4,041		2,630		1,411			53.7	%
Other	10		45		(35		)	(77.8	)%
Total revenue	$	19,634	$	12,526	$	7,108		56.7	%

Revenue increased ~~$1.9~~$7.1 million, or ~~15.4%~~56.7%, to ~~$14.5~~$19.6 million for the three months ended ~~September 30, 2007~~March 31, 2008 from $12.5 million for the three months ended ~~September 30, 2006.~~March 31, 2007. Total GaAs substrate revenue ~~decreased $0.7~~increased $4.9 million, or ~~6.2%~~56.1%, to ~~$9.9~~$13.7 million for the three months ended ~~September 30, 2007~~March 31, 2008 from ~~$10.6~~$8.8 million for the three months ended ~~September 30, 2006.~~March 31, 2007.

Sales of 5 inch and 6 inch diameter GaAs substrates were ~~$3.1~~$6.9 million for the three months ended ~~September 30, 2007~~March 31, 2008 compared to ~~$5.3~~$4.0 million for the three months ended ~~September 30, 2006.~~March 31, 2007. The ~~decrease was due mainly to held shipments by~~increase in larger diameter semi-insulating substrates came from the growth in demand for both cellular and WLAN (Wide Local Area Network) markets. Our growth came particularly from IQE plc that awarded us a major customer who was transitioning to a new device in the third quarter of 2007 and encountered an issue with our substrates due to a change in their specifications, and held orders by another major customer that had an inventory adjustment causing 6 inch orders to be lower than normal. We expect both customers to resume orders beginninglarge production order during the fourth quarter of ~~2007.~~2007 for their 2008 requirements.

Sales of 2 inch, 3 inch and 4 inch diameter GaAs substrates were ~~$6.8~~$6.9 million for the three months ended ~~September 30, 2007~~March 31, 2008 compared ~~to $5.3~~with $4.8 million for the three months ended ~~September 30, 2006. The increase in revenue from smaller diameter substrates was due to the continued market growth of LED laser diodes and commercial epitaxy.~~

InP revenue increased $68,000, or 20.0%, to $408,000 for the three months ended September 30, 2007 from $340,000 for the three months ended September 30, 2006. InP substrate revenue increased due to some continued demand of specialized automotive applications, and overall optical communications applications. However, we do not expect significant near term changes in the market for InP.

Ge substrate revenue increased $149,000, or 38.5%, to $536,000 for the three months ended September 30, 2007 from $387,000 for the three months ended September 30, 2006. The increase in Ge substrate revenue was due to a customer in Germany who has now qualified our product, as demand for photovoltaic and opto-electronic applications increases.

Raw materials revenue increased $2.4 million, or 189.4%, to $3.6 million for the three months ended September 30, 2007 from $1.3 million for the three months ended September 30, 2006. The increase in raw materials revenue was primarily due to sales of gallium to a customer in North America as the demand for gallium increases, as well as an increase in raw materials pricing. We expect this demand for gallium to continue at this pace.

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

GaAs

$
27,997

$
25,441

$
2,556

10.0
%
InP

1,586

1,249

337

27.0
%
Ge

1,479

592

887

149.8
%
Raw materials

9,532

4,083

5,449

133.5
%
Other

45

8

37

462.5
%
Total revenue

$
40,639

$
31,373

$
9,266

29.5
%

Revenue increased $9.3 million, or 29.5%, to $40.6 million for the nine months ended September 30, 2007 from $31.4 million for the nine months ended September 30, 2006. Total GaAs substrate revenue increased $2.6 million, or 10.0%, to $28.0 million for the nine months ended September 30, 2007 from $25.4 million for the nine months ended September 30, 2006.

Sales of 5 inch and 6 inch diameter GaAs substrates were $11.1 million for the nine months ended September 30, 2007 compared to $11.4 million for the nine months ended September 30, 2006. The decrease was mainly due to the impact in the three months ended March 31, 2007 when we experienced a decrease in 6 inch diameter wafer sales from the prior quarter primarily due to less than expected orders from a few handset market customers, as well as less than expected sales to certain customers that did not materialize due to the delay in BIFET qualifications of those customers. In addition, in the three months ended September 30, 2007, a major customer who was transitioning to a new device delayed shipments of our products pending this transition, and encountered an issue with our substrates due to a change in their specifications. We also experienced a delay in shipments by another major customer that had an inventory adjustment causing 6 inch orders to be lower than normal. We expect to resume orders beginning the fourth quarter of 2007.

~~Sales of 2 inch, 3 inch and 4 inch diameter GaAs substrates were $16.9 million for the nine months ended September 30, 2007 compared to $13.9 million for the nine months ended September 30, 2006.~~ The increase in revenue from smaller diameter substrates was due to the continued market growth generally of LED laser diodes and commercial epitaxy.

InP substrate revenue ~~increased $337,000,~~decreased $40,000, or ~~27.0%~~7.7%, to ~~$1.6 million~~$478,000 for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 from ~~$1.2 million~~$518,000 for the ~~nine~~three months ended ~~September 30, 2006.~~March 31, 2007. The ~~increase~~decrease in ~~InP revenue was primarily due to a one-time sale of $251,000 indium scrap metal, while~~ InP substrate revenue ~~increased slightly~~was due to lower overall demand from customers in the optical networking industry. ~~However, we do not expect significant near term changes in the market for InP, and we do not expect to sustain this increased level of InP revenue.~~

Ge substrate revenue increased ~~$887,000,~~$844,000, or ~~149.8%~~156.0%, to ~~$1.5~~$1.4 million for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 from ~~$592,000~~$541,000 for the ~~nine~~three months ended ~~September 30, 2006.~~March 31, 2007. The increase in Ge substrate revenue was due to an increase in sales to customers in the People’s Republic of China and an increase in sales to a major customer in ~~Germany~~Europe who has now qualified our product, as demand for photovoltaic ~~and opto-electronic~~ applications ~~continues to increase.~~increases.

Raw materials revenue increased ~~$5.4~~$1.4 million, or ~~133.5%~~53.7%, to ~~$9.5~~$4.0 million for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 from ~~$4.1~~$2.6 million for the ~~nine~~three months ended ~~September 30, 2006.~~March 31, 2007. The increase in raw materials revenue was primarily due to a combination of increased sales ~~of gallium~~ to ~~new~~ customers ~~in Japan~~as demand increased and ~~Europe, and increased demand by a customer in North America as the demand for gallium increases, as well as an increase in~~higher raw materials ~~pricing.~~prices. We do not expect ~~this~~ demand ~~for gallium~~ to continue at this pace.

2120

Revenue by Geographic Region

	Three Months Ended											Three Months Ended
	September 30,						Increase					March 31,						Increase
	2007			2006			(Decrease)			% Change		2008			2007			(Decrease)		% Change
	($ in thousands)											($ in thousands)
North America *	$	2,820		$	3,033		$	(213	)	(7.0	)%	$	4,999		$	3,342		$	1,657	49.6	%
% of total revenue	19.5		%	24.2		%						26		%	27		%
Europe	2,521			2,012			509			25.3	%	2,817			2,065			752		36.4	%
% of total revenue	17.4		%	16.0		%						14		%	16		%
Japan	3,301			842			2,459			292.0	%	4,140			2,386			1,754		73.5	%
% of total revenue	22.8		%	6.7		%						21		%	19		%
Taiwan	2,444			2,869			(425		)	(14.8	)%	2,807			1,812			995		54.9	%
% of total revenue	16.9		%	22.9		%						14		%	15		%
Asia Pacific (excluding Japan and Taiwan)	3,388			3,791			(403		)	(10.6	)%	4,871			2,921			1,950		66.8	%
% of total revenue	23.4		%	30.2		%						25		%	23		%
Total revenue	$	14,474		$	12,547		$	1,927		15.4	%	$	19,634		$	12,526		$	7,108	56.7	%

*Primarily the United States

Revenue from customers in North America increased by $1.7 million, or 49.6%, to $5.0 million for the three months ended March 31, 2008 from $3.3 million for the three months ended March 31, 2007. We expected our North America revenue ~~decreased~~to increase substantially in 2008 based upon a supply agreement we signed in the fourth quarter of 2007 with IQE plc. Under the terms of the agreement, IQE plc shall purchase from us a minimum of approximately $15.1 million of 4-inch and 6-inch semi-insulating gallium arsenide (GaAs) substrates. IQE plc has an option to purchase an additional $3.5 million of 6-inch substrates from us under the agreement. All substrates ordered pursuant to the agreement are to be shipped by ~~$0.2~~the end of 2008.

Revenue from customers in Europe increased by $0.8 million, or ~~7.0%~~36.4%, to $2.8 million for the three months ended ~~September 30, 2007~~March 31, 2008 from ~~$3.0~~$2.1 million for the three months ended September 30, 2006. In the three months ended September 30, 2006 one new customer bought $0.3 million 4” semi-insulating wafers for the first time, and has never purchased from us since. That decline in substrate wafer sales was partially offset by an increase in raw material sales.

Europe revenue increased by $0.5 million, or 25.3%, to $2.5 million for the three months ended September 30, 2007 from $2.0 million for the three months ended September 30, 2006. This increase came primarily from increased substrate sales to customers in Germany partially offset by decreased sales to customers in France.

Japan revenue increased by $2.5 million, or 292.0%, to $3.3 million for the three months ended September 30, 2007 from $0.8 million for the three months ended September 30, 2006. The increase came from three new customers for raw materials sales amounting to $1.9 million, while substrate sales to existing customers increased by $0.6 million.

Taiwan revenue decreased by $0.4 million, or 14.8%, to $2.4 million for the three months ended September 30, 2007 from $2.9 million for the three months ended September 30, 2006. The decrease was due mainly to a major customer who was transitioning to a new device delayed shipments of our products pending this transition, and encountered an issue with our substrates due to a change in their specifications. We expect this customer to resume orders beginning the fourth quarter ofMarch 31, 2007.

Asia Pacific (excluding Japan and Taiwan) revenue decreased by $0.4 million, or 10.6%, to $3.4 million for the three months ended September 30, 2007 from $3.8 million for the three months ended September 30, 2006. The decrease was due mainly to reduced sales to our customers in Malaysia and Singapore from a fall in demand.

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

North America *

$
8,918

$
7,704

$
1,214

15.8
%
% of total revenue

21.9
%
24.6
%

Europe

7,163

5,684

1,479

26.0
%
% of total revenue

17.6
%
18.1
%

Japan

8,699

2,638

6,061

229.8
%
% of total revenue

21.4
%
8.4
%

Taiwan

6,512

5,782

730

12.6
%
% of total revenue

16.0
%
18.4
%

Asia Pacific (excluding Japan and Taiwan)

9,347

9,565

(218
)
(2.3
)%
% of total revenue

23.0
%
30.5
%

Total revenue

$
40,639

$
31,373

$
9,266

29.5
%

* ~~Primarily the United States~~

North America revenue increased by $1.2 million, or 15.8%, to $8.9 million for the nine months ended September 30, 2007 from $7.7 million for the nine months ended September 30, 2006. The increase was due to approximately $0.7 million more raw material sales, a one-time sale of $0.3 million indium scrap metal, and $0.2 million of increased substrate sales.

~~Europe revenue increased by $1.5 million, or 26.0%, to $7.2 million for the nine months ended September 30, 2007 from $5.7 million for the nine months ended Septembere 30, 2006.~~ This increase came primarily from increased substrate sales to customers in Germany and ~~Russia, partially offset by decreased substrate sales to customers in~~ France, and from increased raw materials sales to ~~customers~~a customer in the Netherlands.

Revenue from customers in Japan ~~revenue~~ increased by ~~$6.1~~$1.8 million, or ~~229.8%~~73.5%, to ~~$8.7~~$4.1 million for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 from ~~$2.6~~$2.4 million for the ~~nine~~three months ended ~~September 30, 2006.~~March 31, 2007. The increase came mainly from ~~five new~~substrate sales to two major existing customers, particularly in large diameter wafers.

Revenue from customers in Taiwan increased by $1.0 million, or 54.9%, to $2.8 million for the three months ended March 31, 2008 from $1.8 million for the three months ended March 31, 2007. The increase of $1.0 million came mainly from one major existing customer for large diameter wafers.

Revenue from customers in Asia Pacific (excluding Japan and Taiwan) increased by $2.0 million, or 66.8%, to $4.9 million for the three months ended March 31, 2008 from $2.9 million for the three months ended March 31, 2007. Sales to customers in the People’s Republic of China increased by $1.7 million, of which raw materials ~~amounting to $4.8~~was $0.7 million. The other $1.0 million ~~while substrate~~increase was from $0.6 million from increased sales to existing customers ~~increased by $1.3 million due to higher demand.~~

~~Taiwan revenue increased by $0.7 million, or 12.6%, to $6.5 million~~ for ~~the nine months ended September 30, 2007 from $5.8 million for the nine months ended September 30, 2006. We had $2.2 million increased sales in~~ small diameter GaAs wafers, ~~as demand grew, partially offset by $1.4~~and $0.4 million ~~decrease in~~from sales ~~of large diameter wafers from a major customer who was transitioning~~ to a new ~~device delayed shipments~~customer for 4” Ge wafers. Sales to customers in Singapore increased by $0.2 million, mainly from a customer that is part of ~~our products pending this transition, and encountered an issue~~the IQE plc group with ~~our substrates due to~~whom we signed a ~~change~~supply agreement in ~~their specifications. We expect this customer to resume orders beginning~~ the fourth quarter of 2007.

Asia Pacific (excluding Japan and Taiwan) revenue decreased by $0.2 million, or 2.3%, to $9.3 million for the nine months ended September 30, 2007 from $9.6 million for the nine months ended September 30, 2006. We had a decrease in raw material sales of $1.0 million as demand dropped slightly in P.R. China, offset by an increase of $0.8 million in small diameter substrate sales to customers in P.R. China.21

Gross Margin

	Three Months Ended										Three Months Ended
	September 30,						Increase				March 31,						Increase
	2007			2006			(Decrease)		% Change		2008			2007			(Decrease)		% Change
	($ in thousands)										($ in thousands)
Gross profit	$	4,530		$	3,479		$	1,051	30.2	%	$	6,221		$	5,405		$	816	15.1	%
Gross Margin %	31.3		%	27.7		%					31.7		%	43.2		%

~~Gross margin.~~Gross margin ~~increased~~decreased to ~~31.3%~~31.7% of total revenue for the three months ended ~~September 30, 2007~~March 31, 2008 from ~~27.7%~~43.2% of total revenue for the three months ended ~~September 30, 2006.~~March 31, 2007. Gross ~~margin for~~margins in the three months ended ~~September 30,~~March 31, 2008 and 2007 ~~was~~were positively impacted by sales of approximately ~~$0.6 million~~$620,000 and $785,000, respectively, of gallium arsenide ~~(“GaAs”)~~(GaAs) wafers that were previously fully ~~reserved.~~reserved.. Product mix ~~also~~ contributed to higher gross ~~margins~~profit for the three months ended March 31, 2008 as we sold a greater amount of ~~raw~~

~~materials~~larger diameter GaAs wafers which contributed higher gross ~~margins.~~profit. In addition, we had manufacturing equipment that ~~has become~~became fully depreciated since the third quarter of 2006, and the absence of depreciation expense for this equipment ~~partially offset by depreciation on property, plant and equipment additions,~~ contributed approximately ~~1.8~~2.6 percentage points to gross margin for the three months ended ~~September 30,~~March 31, 2007. Finally, higher substrate gross margins were also achieved through better slicing techniques, longer length ingot growth, shorter runtimes, and higher production ~~volumes, partially offset~~volumes. In the subsequent four quarters since March 31, 2007, gross margins were negatively impacted by ~~higher~~declining average selling prices and rising raw material costs, as well as an increase in depreciation as a result of ~~raw materials~~our purchase of equipment acquired for ~~gallium and arsenic. Gross margin for~~our capacity expansion. For the three months ended ~~September 30, 2006 was positively impacted by sales of approximately $0.8 million of GaAs wafers which were previously fully reserved.~~

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Gross profit

$
14,967

$
7,748

$
7,219

93.2
%
Gross Margin %

36.8
%
24.7
%

~~Gross margin.~~ Gross margin increased to 36.8% of total revenue for the nine months ended September 30, 2007 from 24.7% of total revenue for the nine months ended September 30, 2006. Gross margin for the nine months ended September 30, 2007 was positively impacted by sales of approximately $1.7 million of GaAs wafers that were previously fully reserved. ProductMarch 31, 2008, product mix also contributed to ~~higher~~lower gross margins as we sold a lesser amount of InP ~~scrap metal, as well as raw materials, both of which contributed~~substrates that have higher gross ~~margins. In addition,~~margins, and we ~~had manufacturing equipment~~sold more Ge wafers that has become fully depreciated since the third quarter of 2006, and the absence of depreciation expense for this equipment, partially offset by depreciation on property, plant and equipment additions, contributed approximately 2.5 percentage points tohave lower gross margin for the nine months ended September 30, 2007. Finally, higher substrate gross margins were also achieved through better slicing techniques, longer length ingot growth, shorter runtimes, and higher production volumes, partially offset by higher prices of raw materials for gallium and arsenic. Gross margin for the nine months ended September 30, 2006 was positively impacted by sales of approximately $2.2 million of GaAs wafers, which were previously fully reserved, and by approximately $53,000 as a result of a reversal of a sales return reserve established in 2004 as we favorably resolved an outstanding matter with a customer.margins.

Selling, General and Administrative Expenses

											Three Months Ended
	Three Months Ended										March 31,						Increase
	September 30,						Increase				2008			2007			(Decrease)			% Change
	2007			2006			(Decrease)		% Change		($ in thousands)
	($ in thousands)
Selling, general and administrative expenses	$	3,083		$	2,641		$	442	16.7	%	$	3,667		$	3,703		$	(36	)	-1.0	%
% of total revenue	21.3		%	21.0		%					18.7		%	29.6		%

Selling, general and administrative expenses ~~increased $0.4 million~~decreased $36,000 to ~~$3.1~~$ 3.7 million for the three months ended ~~September 30, 2007~~March 31, 2008 from ~~$2.6~~$3.7 million for the three months ended ~~September 30, 2006.~~March 31, 2007. The ~~increase~~decrease was primarily ~~$0.2 million~~due to $378,000 lower legal and professional fees since we accrued $350,000 in ~~general increases~~legal fees in ~~employee salaries~~connection with the settlement reached in April 2007 of the securities class action lawsuit filed against us, and ~~related costs in 2007 over 2006, as well as $0.2 million higher~~$184,000 lower bad debt expenses ~~mainly for~~as we collected from our slow-paying customers in Asia, ~~$0.3 million in higher legal fees mainly because 2006 included a $0.3 million refund from insurance,~~ partially offset by ~~$0.3 million lower decontamination fees on our property~~$436,000 from increases in ~~Fremont, California.~~

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Selling, general and administrative expenses

$
10,529

$
9,724

$
805

8.3
%
% of total revenue

25.9
%
31.0
%

~~Selling,~~ general and administrative expenses increased $0.8 million to $10.5 million for the nine months ended September 30, 2007 from $9.7 million for the nine months ended September 30, 2006. The increase was primarily due to $0.2 million higher bad debt expenses mainly for our slow-paying customers in Asia, a $0.4 million bad debt recovery taken in 2006 which was provided for an Asian customer in late 2005, and $0.2 million in higher salariesannual salary and related costs, $60,000 from increased sales commissions based on increased sales volumes, and $30,000 in ~~2007 over 2006.~~additional decontamination expenses.

Research and Development

	Three Months Ended											Three Months Ended
	September 30,						Increase					March 31,						Increase
	2007			2006			(Decrease)			% Change		2008			2007			(Decrease)		% Change
	($ in thousands)											($ in thousands)
Research and development	$	382		$	392		$	(10	)	(2.6	)%	$	504		$	460		$	44	9.6	%
% of total revenue	2.6		%	3.1		%						2.6		%	3.7		%

Research and development expenses ~~decreased $10,000,~~increased $ 44,000, or ~~2.6%~~9.6% to ~~$382,000~~$ 504,000 for the three months ended ~~September 30, 2007~~March 31, 2008 from ~~$392,000~~$460,000 for the three months ended ~~September 30, 2006, mainly from $70,000 savings~~March 31, 2007. The increase was due to increases in salary and related costs as a result of the ~~retirement~~appointment of ~~Dr. Morris Young, our former Chief Technology Officer~~a new chief technology officer effective December 31, ~~2006,~~2007, and general annual salary and related cost increases partially offset by ~~$60,000 in increased~~lower new products testing ~~expenses.~~costs.

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Research and development

$
1,190

$
1,497

$
(307
)
(20.5
)%
% of total revenue

2.9
%
4.8
%

Research and development expenses decreased $0.3 million, or 20.5% to $1.2 million for the nine months ended September 30, 2007 from $1.5 million for the nine months ended September 30, 2006, mainly from $0.4 million savings in salary and related costs as a result of the retirement of Dr. Morris Young, our former Chief Technology Officer effective December 31, 2006 and the reduction in engineering headcount including severance pay, partially offset by increased new products testing expenses of $0.1 million.

Impairment ~~(recovery of impairment)~~ on ~~assets held for sale~~Assets Held For Sale

	Three Months Ended									Three Months Ended
	September 30,					Increase				March 31,						Increase
	2007		2006			(Decrease)			% Change	2008			2007			(Decrease)		% Change
	($ in thousands)									($ in thousands)
Impairment on assets held for sale	$	—	$	1,417		$	(1,417	)	NA	$	83		$	—		$	83	NM
% of total revenue	NA		11.3		%					0.4		%	0.0		%

NM = % not meaningful

During the three months ended ~~September 30, 2006,~~March 31, 2008, we ~~incurred an impairment charge~~completed the sale of ~~$1.4 million to write down~~ our ~~U.S.~~ property ~~located~~ in Fremont, ~~California, which had been decontaminated and~~California. The escrow established to pay the purchase price was ~~being prepared~~closed on March 28, 2008 The final purchase price for ~~sale. That property had been classified as “Assets held for sale” in the amount of $4.7 million on the condensed consolidated balance sheet as of December 31, 2006.~~

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Impairment (Recovery of impairment) on assets held for sale

$
(481
)
$
1,417

$
(1,898
)
(133.9
)%
% of total revenue

(1.2
)%
4.5
%

During the nine months ended September 30, 2007, we benefited from a recovery of impairment on assets held for sale in connection with our adjustment of the fair value of our U.S. property located in Fremont, California, which had been decontaminated and is being prepared for sale. Accordingly, we recorded a $481,000 market value adjustment after we entered into an agreement with an independent third party purchaser in June 2007 to purchase the property ~~for estimated~~was $5.3 million. We received net proceeds of $5.1 million after deducting ~~estimated commission~~commissions and selling expenses. Subsequent to the three and nine months ended September 30, 2007, we received a notice from this third party purchaser terminating the agreement to purchase the property. On October 22, 2007, we entered into a new agreement with a different independent third party purchaser to purchase the property for $5.65 million, subject to certain contingencies.

~~During the nine months ended September 30, 2006, we incurred~~We recorded an impairment charge upon the sale of ~~$1.4 million to write down our U.S.~~the property ~~located in Fremont, California, which had been decontaminated and~~of $83,000. There was ~~being prepared~~no impairment charge for ~~sale. That property had been classified as “Assets held for sale” in~~ the ~~amount of $4.7 million on the condensed consolidated balance sheet as of December~~same three month period ended March 31, ~~2006.~~2007.

Interest Income, net

	Three Months Ended											Three Months Ended
	September 30,						Increase					March 31,						Increase
	2007			2006			(Decrease)			% Change		2008			2007			(Decrease)			% Change
	($ in thousands)											($ in thousands)
Interest income, net	$	102		$	103		$	(1	)	(1.0	)%	$	124		$	224		$	(100	)	-44.6	%
% of total revenue	0.7		%	0.8		%						0.6		%	1.8		%

Interest income, net ~~was comparable at $0.1 million~~decreased $100,000 to $124,000 for the three months ended ~~September 30, 2007 and 2006.~~

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Interest income, net

$
551

$
342

$
209

61.1
%
% of total revenue

1.4
%
1.1
%

~~Interest income, net increased $0.2 million to $0.6 million~~March 31, 2008 from $224,000 for the ~~nine~~three months ended ~~September 30,~~March 31, 2007 ~~from $0.3 million for the nine months ended September 30, 2006~~ as a result of higher balances of our investments in the three months ended March 31, 2007, which came from the net proceeds of our public offering of common stock, completed in December 2006 and January 2007.

Other Income and Expense, net

	Three Months Ended
	March 31,						Increase
	2008			2007			(Decrease)		% Change
	($ in thousands)
Other income (expense) net	$	428		$	(11	)	$	439	3990.9	%
% of total revenue	2.2		%	(0.1		)%

Three Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Other income (expense), net

$
(156
)
$
641

$
(797
)
(124.3
)%
% of total revenue

(1.1
)%
5.1
%

Other ~~expense~~income was ~~$0.2 million~~$428,000 for the three months ended ~~September 30, 2007 due to the minority interests in our joint ventures. Other income was $0.6 million for the three months ended September 30, 2006~~March 31, 2008 due to a realized gain of ~~$0.7 million~~$459,000 on the sale of ~~shares of common stock of Finisar Corporation which we no longer hold,~~short-term investments held by us, partially offset by minority interests in our joint ventures.

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Other income (expense) net

$
(439
)
$
1,693

$
(2,132
)
(125.9
)%
% of total revenue

(1.1
)%
5.4
%

Other expense was ~~$0.4 million~~$11,000 for the ~~nine~~three months ended ~~September 30,~~March 31, 2007 due to the minority interests in our joint ventures. Other income was $1.7 million for the nine months ended September 30, 2006 due to a realized gain of $2.2 million on the sale of shares of common stock of Finisar Corporation which we no longer hold, partially offset by minority interests in our joint ventures.

Provision for Income Taxes

	Three Months Ended
	March 31,						Increase
	2008			2007			(Decrease)		% Change
	($ in thousands)
Provision for income taxes	$	560		$	111		$	449	404.5	%
% of total revenue	2.9		%	0.9		%

Three Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Provision (benefit) for income taxes

$
153

$
(862
)
$
(1,015
)
(117.7
)%
% of total revenue

1.1
%
(6.9
)%

We provided for income taxes of ~~$0.2 million~~$560,000 for our China operations for the three months ended ~~September 30, 2007. For~~March 31, 2008 compared to $111,000 for the three months ended ~~September 30, 2006,~~March 31, 2007. Beginning in 2008, the tax provision was calculated based on the assumption that we ~~reversed approximately $1.0 million of income tax payable accrued~~will no longer receive refunds for ~~potential exposures relating to 1999 and 2000 net operating loss carryback as a benefit from income taxes~~profit reinvestments in ~~2006, offset by a provision for income taxes of $0.1 million, which was related to our~~ China ~~operations.~~.

2623

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Provision (benefit) for income taxes

$
426

$
(406
)
$
(832
)
(204.9
)%
% of total revenue

1.0
%
(1.3
)%

We provided for income taxes of $0.4 million for our China operations for the nine months ended September 30, 2007. For the nine months ended September 30, 2006, we reversed approximately $1.0 million of income tax payable accrued for potential exposures relating to 1999 and 2000 net operating loss carryback as a benefit from income taxes in 2006, partially offset by a provision for income taxes of $0.5 million, which was related to our China operations.

~~Gain from Discontinued Operations~~

Three Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Gain from discontinued operations

$
—

$
4

$
(4
)
(100.0
)%
% of total revenue

NA

0.0
%

In January, 2007, we dissolved the corporation that operated our discontinued operations that related to our opto-electronics business and transferred the cash balance to our continuing operations. Accordingly, we no longer have discontinued operations. For the three months ended September 30, 2006, the $4,000 in income was from interest income earned on cash balances held in the discontinued operations.

Nine Months Ended

September 30,

Increase

2007

2006

(Decrease)

% Change

($ in thousands)

Gain from discontinued operations

$
—

$
7

$
(7
)
(100.0
)%
% of total revenue

NA

0.0
%

In January 2007, we dissolved the corporation that operated our discontinued operations that related to our opto-electronics business and transferred the cash balance to our continuing operations. Accordingly, we no longer have discontinued operations. For the nine months ended September 30, 2006, the $7,000 in income was from interest income earned on cash balances held in the discontinued operations.

Liquidity and Capital Resources

As of ~~September 30, 2007,~~March 31, 2008, our principal sources of liquidity were ~~$35.2~~$39.4 million in cash and cash equivalents and short-term investments, excluding restricted deposits. We consider cash and cash equivalents and short-term investments as liquid and available for use. Short-term investments are comprised of government bonds and high-grade commercial debt instruments.

Cash and cash equivalents and short-term investments ~~decreased $0.3~~of $39.4 million increased by $0.2 million in the first quarter of 2008 compared to ~~$35.2~~ ~~million as~~the fourth quarter of September 30, 2007 compared with $35.5 million as of December 31, 2006. Included in this decrease are the purchase of machinery and equipment of $2.8 million, payments of long-term debt of $0.5 million, and the continual funding of our operations, partially offset by the net proceeds of $3.7 million received from the public offering of 862,500 shares of our common stock in January 2007, and a China tax refund of $0.9 million from our PRC subsidiary.2007.

Net cash used in operating activities of ~~$2.6~~$4.4 million for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 was primarily comprised of our net income of ~~$3.4~~$2.0 million, adjusted for non-cash items of depreciation of ~~$1.1~~$0.5 million, ~~stock based~~stock-based compensation of ~~$0.3~~$0.2 million, partially offset by a ~~recovery~~realized gain on sale of ~~impairment on assets held for sale~~investments of $0.5 million, and offset by a net increase of ~~$6.9~~$6.6 million in assets and liabilities. The $6.6 million net increase in assets and liabilities primarily resulted from a ~~$4.7 million increase in inventories, a $2.2~~$4.4 million increase in accounts receivable, ~~net,~~$4.0 million increase in inventories, $1.7 million increase in prepaid expenses, $0.9 million decrease in other long-term liabilities, primarily minority interests, a ~~$1.1~~$0.2 million increase in other assets, a $0.1 million decrease in accrued liabilities, partially offset by a $4.5 million decrease in accounts payable, and a ~~$0.7 million increase in other assets and partially offset by a $0.5 million decrease in prepaid expenses, an increase of $0.5 million in accrued liabilities, and a $0.3~~$0.2 million decrease in income taxes payable.

Inventories, net, increased by ~~$4.9~~$4.0 million, ~~or 24.0%, to $25.1 million as of September 30, 2007 compared with $20.3 million as of December 31, 2006,~~ as we increased inventory in raw materials ~~work-in-process,~~ and ~~finished goods~~work-in-process to increase production in anticipation of increased forecast sales, and ~~increased costs of raw materials. The value of~~ finished goods ~~held as~~for consignment ~~inventory increased by $0.6 million as we increased our number of consignees from four to six.~~orders.

Accounts receivable, net increased by ~~$2.3 million, or 23.7%, to $11.9~~$4.4 million, as a result of ~~September 30, 2007 compared to $9.7 million as of December 31, 2006. Gross accounts receivable~~our increased by $2.7 million from $9.8 million to $12.5 million as revenue increased. The allowance for doubtful accounts increased by $0.5 million from $0.1 million to $0.6 million mainly for slow-paying customers in Asia. We continue to pursue collections on slow-paying customers.sales volume. Our days sales outstanding is 7677 days as of ~~September 30, 2007~~March 31, 2008 compared to 6864 days as of December 31, ~~2006.~~2007.

Net cash ~~used in~~provided by investing activities of ~~$0.5~~$8.7 million for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 was primarily from the proceeds from the sale of investments of $10.8 million, proceeds from sale of assets held for sale of $5.1 million and the decrease of restricted cash of $0.2 million, partially offset by the purchase of investments totaling ~~$22.7~~$6.4 million, and the purchase of property, plant and equipment, of ~~$2.8~~$1.0 million, ~~partially offset by the proceeds from sale of investments of $24.5 million and the decrease of restricted cash of $0.5 million.~~

We expect to invest approximately ~~$2.1~~$4.8 million in capital projects for the remainder of ~~2007.~~2008. We believe that our existing and planned facilities and equipment are sufficient to fulfill current and expected future orders.

Net cash provided by financing activities of ~~$3.8~~$0.2 million for the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 consisted of ~~$3.7~~$0.1 million ~~net~~from the proceeds from the ~~issuance~~exercise of ~~862,500 shares of common stock as a result of our January 2007 closing of our public offer of our common stock and $0.7 million from~~ employee stock options, ~~exercised,~~and $0.3 million from the proceeds of a long term borrowing in one of our joint ventures, partially offset by ~~payments~~a scheduled payment of ~~$0.5~~$0.2 million related to long-term borrowings.

Our main Fremont, California facility is financed by long-term borrowings, which were refinanced by taxable variable rate revenue bonds in 1998. These bonds mature in 2023 and bear interest at a variable rate that was ~~5.23%~~3.25% as of ~~September 30, 2007.~~March 31, 2008. The bonds are traded in the public market. Repayment of principal and interest under the bonds is supported by a letter of credit from our bank and is paid on a quarterly basis. We have the option to redeem the bonds in whole or in part during their term. As of ~~September 30, 2007, $6.7~~March 31, 2008, $6.6 million was outstanding under these bonds.

As of ~~September 30, 2007~~March 31, 2008, the credit facility maintained by us with a bank included a letter of credit supporting repayment of our revenue bonds with an outstanding amount of ~~$6.7~~$6.6 million. We have pledged and placed a like amount of investment securities with an affiliate of the bank as additional collateral for this facility.

~~On October 22, 2007, we entered into a new sales agreement with an independent third party to sell~~ We completed the sale of our ~~main~~ Fremont, California ~~facility. We estimate our~~facility on March 28, 2008, and received net proceeds ~~will be~~of approximately ~~$5.4~~$5.1 million after deducting ~~sales commission~~commissions and ~~other~~ selling expenses. We ~~expect~~plan to ~~close escrow~~repay the outstanding principal and accrued interest on the revenue bond of approximately $6.6 million in ~~the fourth quarter of 2007. Please refer to Note 14 to the condensed consolidated financial statements for further details.~~July 2008, thereby releasing our restricted cash in such amount.

We believe that we have adequate cash and investments to meet our needs over the next 12 months. If our performance fails to improve, we will continue to use cash and may at some time be forced to seek additional capital. There can be no assurance that such additional capital will be available or, if available it will be at terms acceptable to us. Cash from operations could be affected by various risks and uncertainties, including, but not limited to those set forth below under Item 1A “Risks Factors.”

Outstanding contractual obligations as of ~~September 30, 2007~~March 31, 2008 are summarized as follows (in thousands):

	Payments due by period										Payments due by period
Contractual Obligations	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years		Total			Less than 1 year			1 - 3 years			3 - 5 years			More than 5 years
Debt	$	6,745	$	450	$	945	$	750	$	4,600
Long-term debt											$	6,835		$	735		$	900		$	900		$	4,300
Operating leases	4,057		659		1,476		1,564		357		3,756			$	719		$	1,496		$	1,541		—
Less: Sublease income											(1,004		)	$	(189	)	$	(395	)	$	(420	)	—
Purchase obligation	6,105		4,860		1,245		—		—		3,735			3,735			—			—			—
Total	$	16,907	$	5,969	$	3,666	$	2,314	$	4,957	$	13,322		$	5,000		$	2,001		$	2,021		$	4,300

We lease certain office space, manufacturing facilities and property under long-term operating leases expiring at various dates through March 2013. Total rent payments under these operating leases were approximately ~~$0.5~~$0.2 million and ~~$0.8~~$0.2 million for the ~~nine~~three month periods ended ~~September 30,~~March 31, 2008 and 2007, ~~and 2006,~~ respectively.

On February 27, 2007, we entered into an agreement with Recapture Metals Limited of Ontario, Canada (“Recapture”), pursuant to which Recapture will supply our subsidiary in the ~~People’s Republic of China~~PRC with one thousand kilograms per month of 99.99999% pure gallium, during the eighteen month period beginning July 1, ~~2007 for a total value of $7.3 million.~~2007. Under the terms of the agreement, we are required to purchase a minimum of eighteen thousand kilograms of gallium, unless the agreement is terminated prior to the expiration of the eighteen month period on December 31, 2008. As

Recent Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Based on our current operations, we do not expect that the adoption of SFAS 161 will have a material impact on our consolidated financial position or results of operations.

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

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 requires that minority interest be separately reported in the consolidated entity’s equity section and that no gain or loss shall be reported when transactions occur between the controlling interest and the non-controlling interests. Furthermore, the acquisition of non-controlling interest by the controlling interest is not treated as a business combination. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We have not yet evaluated the impact of SFAS 160 on our consolidated financial position, results of operations or cash flows.

In September ~~30,~~2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years

beginning after November 15, 2007, and interim periods of those fiscal years. In February 2008, the FASB released a FASB Staff Position (FSP FAS 157-2— Effective Date of FASB Statement No. 157 ) which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008. These non-financial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and non-financial assets acquired and liabilities assumed in a business combination. The partial adoption of SFAS 157 as of January 1, 2008 for financial assets and liabilities did not have a material impact on our ~~total remaining commitment under this agreement is approximately $6.1 million.~~condensed consolidated financial position, results of operations or cash flows. See Note 3 of the Notes to Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

~~Foreign Currency Exchange Rate Exposure~~

~~We operate~~A significant portion of our business is conducted in currencies other than the U.S. dollar. The functional currency for our foreign operations is the Renminbi, the local currency of China, where our operating expenses are predominantly in the ~~United States, manufacture in the People’s Republic of China (“PRC”), and the substantial majority~~local currency. Since most of our ~~sales to date have been made~~operations are conducted in ~~U.S. dollars. Certain expenses from~~China, most of our ~~PRC operations~~costs are incurred in Chinese currency, which subjects us to fluctuations in the ~~PRC’s Renminbi. As a result, currency fluctuations~~exchange rates between the U.S. dollar and the ~~Renminbi could cause foreign currency~~Chinese Renminbi. We incur transaction gains or losses resulting from consolidation of expenses incurred in local currencies for these subsidiaries, as well as in translation of the assets and liabilities of these assets at each balance sheet date. These risks may be increased by the fluctuations and revaluations of the Chinese Renminbi. Our financial results could be adversely affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets, including the revaluation by China of the Renminbi, and any future adjustments that China may make to its currency such as any move it might make to a managed float systems with opportunistic interventions. In the future we may experience foreign exchange losses on our non-functional currency denominated receivables and payables to the extent that we ~~would recognize~~have not mitigated our exposure utilizing foreign currency forward exchange contracts. Foreign exchange losses could have a materially adverse effect on our operating results and cash flows.

We do not currently use short-term forward exchange contracts for hedging purposes to reduce the effects of adverse foreign exchange rate movements. We had previously purchased foreign exchange contracts to hedge against certain trade accounts receivable denominated in Japanese yen. The change in the ~~period incurred. However, a 10%~~fair value of the forward contracts was recognized as part of the related foreign currency transactions as they occur. As of March 31, 2008, we had no outstanding commitments with respect to foreign exchange contracts.

During the first quarter of 2008, we recorded net realized foreign exchange gains of $189,000, included as part of other expense in our consolidated statements of operations. The foreign exchange gains were primarily due to fluctuation in the ~~dollar at September 30, 2007 would have an immaterial impact on our net dollar position in outstanding trade payables and receivables.~~

~~Since July 2005, when the PRC uncoupled the~~Chinese Renminbi ~~from the U.S. dollar and began to permit it to float in a narrow band against a basket of foreign currencies, the Renminbi has progressively appreciated at an accelerating rate against~~versus the U.S. dollar. ~~However, the government of the PRC has yet to allow the Renminbi to ”float,” or to be freely traded against foreign currencies. Accordingly, it~~It is uncertain whether ~~and to what extent, further adjustments~~these currency trends will ~~follow. Regardless of whether~~continue. In the ~~PRC government allows the Renminbi-U.S. dollar exchange rate to float in the~~ future ~~the Renminbi could likely continue to appreciate further relative to the U.S. dollar.~~

We expect our international revenues and expenses to continue to be denominated largely in U.S. dollars. We also believe that our PRC operations will likely expand in the future as our business continues to grow. As a result, we anticipate that we may experience ~~increased exposure~~foreign exchange losses on our non-functional currency denominated receivables and payables to the ~~risks~~extent that we have not mitigated our exposure utilizing foreign currency forward exchange contracts. Foreign exchange losses could have a materially adverse effect on our operating results and cash flows. During the first quarter of ~~fluctuating currencies and may choose to engage~~2008, we recorded unrealized foreign currency gains of $1.2 million, in ~~currency hedging activities to reduce these risks. However, we cannot be certain that any such hedging activities will be effective, or available to us at commercially reasonable rates.~~cumulative other comprehensive income on our condensed consolidated balance sheets.

Interest Rate Risk

Cash and cash equivalents earning interest and certain variable rate debt instruments are subject to interest rate fluctuations. The following table sets forth the probable impact of a 10% change in interest rates (in thousands):

Instrument	Balance as of September 30, 2007			Current Interest Rate		Projected Annual Interest Income/(Expense)			Proforma 10% Interest Rate Decline Income/(Expense)			Proforma 10% Interest Rate Increase Income/(Expense)			Balance as of March 31, 2008			Current Interest Rate		Projected Annual Interest Income/(Expense)			Proforma 10% Interest Rate Decline Income/(Expense)			Proforma 10% Interest Rate Increase Income/(Expense)
Cash	$	6,800		0.50	%	$	34		$	31		$	37		$	8,308		0.50	%	$	41		$	46		$	37
Cash equivalents	10,267			5.29		543			489			597			14,917			3.00	%	448			492			403
Investment in debt and equity instruments	24,874			4.99		1,241			1,117			1,365			22,767812			3.19	%	726			799			654
Taxable variable rate revenue bonds	(6,700		)	5.23		(350		)	(315		)	(385		)
Long-term debt															(6,550		)	3.25	%	(213		)	(192		)	(234		)
																				$	1,002		$	1,145		$	860
						$	1,468		$	1,322		$	1,614

29The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash equivalents, short-term investments, and trade accounts receivable. We invest primarily in money market accounts, commercial paper instruments, and investment grade securities. We are exposed to credit risks in the event of default by the issuers to the extent of the amount recorded on the consolidated balance sheets. These securities are generally classified as available-for-sale and consequently are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of estimated tax. Our cash, cash equivalents and short-term investments are in high-quality securities placed with major banks and financial institutions and commercial paper. We have no investments in auction rate securities.

Equity Risk

We maintain minority investments in ~~two~~ privately-held ~~U.S.~~ companies. We maintain a minority investment in Global Communication Semiconductors, Inc. (GCS) as a result of its acquisition of Alpha Photonics, Inc. We also maintain a minority investment in Intelligent Epitaxy Technology, Inc. (IntelliEPI) as a result of certain in-kind contracts whereby we delivered GaAs and InP wafers to IntelliEPI and IntelliEPI agreed to issue shares of its Series B Preferred Stock in return in year 2000. These investments are reviewed for other than temporary declines in value on a quarterly basis. These investments are classified as other assets in the condensed consolidated balance sheets and are accounted for either under the cost method or under the equity method as we do not have the ability to exercise significant influence over their operations. We monitor our investments for impairment and record reductions in carrying value when events or changes in circumstances indicate that the carrying value may not be recoverable. Reasons for other than temporary declines in value include whether the related company would have insufficient cash flow to operate for the next twelve months, significant changes in the operating performance and changes in market conditions. ~~The~~As of March 31, 2008, the minority investments accounted for under the cost method totaled $0.4 million, ~~as of December 31, 2006 and September 30, 2007.~~while minority investments accounted for under the equity method totaled $3.1 million.

ITEM 4T4. CONTROLS AND PROCEDURES

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

(b) No change in our internal control over financial reporting was made during the quarter ended ~~September 30, 2007,~~March 31, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3028

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we may be involved in judicial or administrative proceedings concerning matters arising in the ordinary course of business. We do not expect that any of these matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, cash flows or results of operation.

On October 15, 2004, a purported securities class action lawsuit was filed in the United States Court for the Northern District of California, City of Harper Woods Employees Retirement System v. AXT, Inc. et al., No. C 04 4362 MJJ. The Court consolidated the case with a subsequent related case and appointed a lead plaintiff. On April 5, 2005, the lead plaintiff filed a consolidated complaint, captioned as Morgan v. AXT, Inc. et al., No. C 04 4362 MJJ. The lawsuit complaint names AXT, Inc. and our former chief technology officer as defendants, and is brought on behalf of a class of all purchasers of our securities from February 6, 2001 through April 27, 2004. The complaint alleges that we announced financial results during this period that were false and misleading. No specific amount of damages is claimed. On September 23, 2005, the Court granted our motion to dismiss the complaint, with leave to amend. The lead plaintiff filed an amended complaint, which we had moved to dismiss. On April 24, 2007, we reached a settlement of this ~~litigation for which we are responsible only for~~litigation. On February 27, 2008, the ~~amount remaining in our insurance retention. We paid~~district court approved the ~~remaining amount~~settlement, and subsequently entered a judgment of ~~the retention (approximately $350,000) as of September 30, 2007.~~dismissal.

~~On June 1, 2005, a lawsuit~~A former employee, Steve X. Chen, has demanded arbitration of his claim that his position with AXT, Inc. was filed in the Superior Court of California, County of Alameda, Zhao et al. v. American Xtal Technology, et al., No. R 605215713. The lawsuit complaint names as defendants AXT, Inc., our chief technology officereliminated due to his race and ~~one of our suppliers. The lawsuit was brought on behalf of two former employees~~national origin. We believe there is no merit to this claim and their minor child. The complaint alleged personal injury, general negligence, intentional tort, wage loss and other damages, including punitive damages, as a result of exposure of the child while in uterointend to high levels of gallium arsenide and methanol used in the production of gallium arsenide wafers. On April 23, 2007, we reached a settlement of this litigation, all of which is covered by our insurance carriers.contest it vigorously. An arbitrator has been selected, but discovery has not yet begun.

Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2006, provided, however, that the two litigation matters described under the risks disclosed under the captions “~~If we fail to comply with environmental and safety regulations, we may be subject to significant fines or forced to cease our operations; in addition, we could be subject to suits for personal injuries caused by hazardous materials” ~~and~~ ~~“Existing or future litigation could result in significant judgments against us, or cause us to incur costly settlements.”~~ These two settled matters comprise (i) the complaint filed against us and a current and former officer, alleging personal injury, general negligence, intentional tort, wage loss and other damages as a result of exposure of plaintiffs, who are former employees of AXT, including a minor child in utero, to high levels of gallium arsenide in gallium arsenide wafers, and methanol, and (ii) the ongoing securities litigation matter.2007.

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

~~Use of Proceeds~~None

On December 19, 2006 and January 9, 2007, we sold 5,750,000 shares and 862,500 shares, respectively, of our common stock in a firmly underwritten public offering pursuant to a registration statement on Form S-3 (SEC file number 333-135474), which was declared effective by the SEC on August 3, 2006, and a registration statement on Form S-3MEF (SEC file number 333-139365), which was effective upon filing with the SEC on December 15, 2006. Needham & Company, LLC acted as the sole underwriter. The price per share to the public was $4.50. We received net proceeds of $24.1 million and $3.7 million, for an aggregate net proceeds of $27.8 million. The net proceeds have been and will continue to be used for corporate and joint venture capacity expansion, research and development and working capital requirements, as well as potential acquisitions of complementary products, technologies or businesses.

Item 3. Defaults upon Senior Securities

None

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

None

Item 5. Other Information

None

3229

Item 6. Exhibits

a. Exhibits

Exhibit Number		Description

3.1(1)		Restated Certificate of Incorporation

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

~~3.3(3)~~3.3(2)		Second Amended and Restated By Laws

3.1(1)		Restated Certificate of Incorporation

3.1(1)		Restated Certificate of Incorporation

4.2(3)		Rights Agreement dated April 24, 2001 by and between AXT, Inc. and ComputerShare Trust Company, Inc.

~~10.24(4)~~		~~Purchase and Sale Agreement dated October 22, 2007 by and between AXT, Inc. and SBC&D Co., Inc., a California Corporation, dba South Bay Development.~~

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

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

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

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

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

(2) Incorporated by reference to the exhibit as of the same number as filed with the SEC in our Form 8-K on June 14, 1999.

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

~~(4)~~ ~~Incorporated by reference to the exhibit as of the same number as filed with the SEC in our Form 8-K on October 25, 2007.~~

3330

SIGNATURES

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

	AXT, INC.

Dated: ~~November 7, 2007~~May 12, 2008	By:	/s/ Philip C. S. Yin
		Philip C. S. Yin
		~~Chairman of the Board and~~
		Chief Executive Officer
		(Principal Executive Officer)

		/s/ Wilson W. Cheung
		Wilson W. Cheung
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

3431

EXHIBIT INDEX

Exhibit Number		Description

3.1(1)		Restated Certificate of Incorporation

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

~~3.3(3)~~3.3(2)		Second Amended and Restated By Laws

3.1(1)		Restated Certificate of Incorporation

3.1(1)		Restated Certificate of Incorporation

4.2(3)		Rights Agreement dated April 24, 2001 by and between AXT, Inc. and ComputerShare Trust Company, Inc.

~~10.24(4)~~		~~Purchase and Sale Agreement dated October 22, 2007 by and between AXT, Inc. and SBC&D Co., Inc., a California Corporation, dba South Bay Development.~~

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

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

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

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

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

(2) Incorporated by reference to the exhibit as of the same number as filed with the SEC in our Form 8-K on June 14, 1999.

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

~~(4)~~ ~~Incorporated by reference to the exhibit as of the same number as filed with the SEC in our Form 8-K on October 25, 2007.~~

3532

	Nine Months Ended
	September 30,
	2007			2006
Cash flows from operating activities:
Net income (loss)	$	3,415		$	(2,440	)
Adjustments to reconcile net income (loss) to net cash used in operations:
Depreciation	1,064			2,365
Accretion of marketable securities premium/discount	(51		)	(55		)
Loss on disposal of property, plant and equipment	—			89
Stock-based compensation	341			649
Realized loss (gain) on sale of investments	83			(2,032		)
Impairment (recovery of impairment) on assets held for sale	(481		)	1,417
Changes in assets and liabilities:
Accounts receivable, net	(2,193		)	(3,574		)
Inventories	(4,712		)	(1,203		)
Prepaid expenses	512			(2,278		)
Other assets	(696		)	26
Accounts payable	(1,050		)	1,008
Accrued liabilities	475			(773		)
Income taxes payable	251			(1313		)
Other long-term liabilities	467			340
Net cash used in operating activities	(2,575		)	(7,774		)

Cash flows from investing activities:
Purchases of property, plant and equipment	(2,786		)	(2,157		)
Proceeds from disposal of property, plant and equipment	6			161
Purchases of marketable securities	(22,704		)	(7,924		)
Proceeds from sale of marketable securities	24,508			10,174
Decrease in restricted deposits	450			300
Net cash (used in)/ provided by investing activities	(526		)	554

Cash flows from financing activities:
Proceeds from issuance of common stock, net	4,390			528
Long-term debt payments	(546		)	(467		)
Net cash provided by financing activities	3,844			61
Effect of exchange rate changes on cash and cash equivalents	208			274
Net increase (decrease) in cash and cash equivalents	951			(6,885		)
Cash and cash equivalents at the beginning of the period	16,116			17,472
Cash and cash equivalents at the end of the period	$	17,067		$	10,587

Options Outstanding as of September 30, 2007						Options Exercisable as of September 30, 2007
Range of Exercise Price	Shares	Weighted-average Exercise Price		Weighted-average Remaining Contractual Life	Shares		Weighted-Average Exercise Price
$1.17 - $ 1.38	1,287,010	$	1.28	6.97	875,972		$	1.29
$1.39 - $ 1.44	11,500	$	1.41	7.64	6,605		$	1.41
$1.45 - $ 2.24	473,530	$	2.17	5.66	440,176		$	2.18
$2.25 - $ 5.00	371,468	$	4.00	7.81	174,031		$	3.16
$5.01 - $41.50	97,500	$	15.03	2.46	97,500		$	15.03
	2,241,008	$	2.52	6.64	1,594,284		$	2.58