UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 1, 2014

 

Axcelis Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-30941

 

34-1818596

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

108 Cherry Hill Drive, Beverly, Massachusetts

 

01915

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (978) 787-4000

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01 Amendment of a Material Definitive Agreement.

 

The Company has a revolving credit facility with Silicon Valley Bank (the “Bank”) dated October 31, 2013.  Under this revolving credit facility, the Company has the ability to borrow up to $10.0 million on a revolving basis during its two year term. The Company’s ability to borrow under this line of credit is limited to 80% of the then current amount of qualified accounts receivable. The Company’s financial results for the quarter ended June 30, 2014 caused the Company not to meet the Minimum Adjusted Net Income covenant, which covenant was waived by the Bank. The Company was in compliance with all other covenants related to the credit facility.

 

The Company and the Bank have entered into a Waiver and First Amendment Agreement dated August 1, 2014, which waived compliance with the Minimum Adjusted Net Income covenant for the trailing six month period ended June 30, 2014 and adjusted this covenant for the periods remaining in the facility term.  All other terms of the Loan and Security Agreement remain in effect.

 

Item 2.02 Results of Operations and Financial Condition

 

On August 4, 2014, Axcelis Technologies, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended June 30, 2014.  The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits

 

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated August 4, 2014. Filed herewith.

 

2



 

SIGNATURE

 

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 hereunto duly authorized.

 

Date: August 4, 2014

Axcelis Technologies, Inc.

 

 

 

By:

/s/ KEVIN J. BREWER

 

 

Kevin J. Brewer

 

 

Executive Vice President

 

 

and Chief Financial Officer

 

3


Exhibit 99.1

 

News Release

 

AXCELIS ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2014

 

First Purion H High Current Implanter Shipped

 

BEVERLY, Mass. — August 4, 2014—Axcelis Technologies, Inc. (Nasdaq: ACLS) today announced financial results for the second quarter ended June 30, 2014. Highlights for the quarter were:

 

·                  The first Purion H™ high current implanter was shipped to a leading Asia-Pacific chipmaker, where it will join Purion XE™ and Purion M™ systems already in place. This customer now has all three members of the Purion product family and will be the first to truly see the benefit of the ‘Power of Purion’.

·                  Received the third order for the innovative Purion M™ medium current implanter from a large foundry after a successful evaluation.

·                  Achieved “Ranked 1st” Awards in the Annual VLSIresearch Customer Satisfaction Survey. Customers voted Axcelis #1 in THE BEST Suppliers of Fab Equipment, #1 in Implant Equipment, and the #1 10 BEST Focused Supplier.

 

The Company reported second quarter revenue of $41.2 million, compared to $60.8 million for the first quarter of 2014. Loss from operations for the quarter was $6.1 million, compared to operating income of $0.3 million for the first quarter of 2014. Net loss for the quarter was $6.9 million, or $(0.06) per share. This compares to net income for the first quarter of 2014 of $0.2 million, or $0.00 per share. Cash and cash equivalents were $35.6 million at June 30, 2014 compared with $43.0 million at March 31, 2014.

 

Chairman and CEO Mary Puma said, “Momentum for Purion products continues as customers recognize advantages in precision, purity and productivity the platform provides for advanced planar and 3D processes. The current industry pause gives Purion products additional time to be evaluated and adopted. When spending resumes, Axcelis will be better positioned to sell the full family of Purion products.”

 

Kevin Brewer, executive vice president and CFO added, “In light of market conditions, we have implemented a series of cost cutting actions that in the third quarter bring our quarterly breakeven to under $50M and our operating cash breakeven to under $42M. We will continue to make investments in Purion platform development and product penetrations, and customer satisfaction, that will deliver top line growth.”

 



 

Second Quarter 2014 Conference Call

 

The Company will host a conference call today at 5:00 pm ET to discuss results for the second quarter 2014. The call will be available to interested listeners via an audio webcast that can be accessed through the Investors page of Axcelis’ website at www.axcelis.com, or by dialing 1.888.680.0879 (1.617.213.4856 outside North America).  Participants calling into the conference call will be requested to provide the company name, Axcelis Technologies, and pass code: 57721554. Webcast replays will be available for 30 days following the call.

 

Safe Harbor Statement

 

The conference call will contain forward-looking statements under the SEC safe harbor provisions. These statements, which include our guidance for future financial performance, are based on management’s current expectations and should be viewed with caution. They are subject to various risks and uncertainties, many of which are outside the control of the Company, including the timing of orders and shipments, the conversion of orders to revenue in any particular quarter, or at all, the continuing demand for semiconductor equipment, relative market growth, continuity of business relationships with and purchases by major customers, competitive pressure on sales and pricing, increases in material and other production costs that cannot be recouped in product pricing and global economic, political and financial conditions. These risks and other risk factors relating to Axcelis are described more fully in the most recent Form 10-K filed by Axcelis and in other documents filed from time to time with the Securities and Exchange Commission.

 

About Axcelis:

 

Axcelis (Nasdaq: ACLS), headquartered in Beverly, Mass., has been providing innovative, high-productivity solutions for the semiconductor industry for over 35 years. Axcelis is dedicated to developing enabling process applications through the design, manufacture and complete life cycle support of ion implantation systems, one of the most critical and enabling steps in the IC manufacturing process. Learn more about Axcelis at www.axcelis.com.

 

Company Contacts

 

Investor Relations:

Doug Lawson
978.787.9552

 

Editorial/Media:

Maureen Hart
978.787.4266

 



 

Axcelis Technologies, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Revenue:

 

 

 

 

 

 

 

 

 

Product

 

$

34,795

 

$

40,769

 

$

89,810

 

$

75,220

 

Services

 

6,355

 

6,732

 

12,180

 

13,006

 

Total revenue

 

41,150

 

47,501

 

101,990

 

88,226

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

Product

 

21,021

 

25,457

 

54,823

 

47,638

 

Services

 

5,645

 

5,307

 

10,943

 

10,910

 

Total cost of revenue

 

26,666

 

30,764

 

65,766

 

58,548

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

14,484

 

16,737

 

36,224

 

29,678

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

8,845

 

8,503

 

18,102

 

17,709

 

Sales and marketing

 

5,037

 

5,594

 

10,513

 

10,796

 

General and administrative

 

6,494

 

6,412

 

12,975

 

13,001

 

Gain on sale of dry strip assets and intellectual property

 

 

(799

)

 

(1,167

)

Restructuring charges

 

160

 

421

 

360

 

2,222

 

Total operating expenses

 

20,536

 

20,131

 

41,950

 

42,561

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(6,052

)

(3,394

)

(5,726

)

(12,883

)

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

2

 

3

 

4

 

6

 

Interest expense

 

(257

)

(51

)

(508

)

(115

)

Other, net

 

(362

)

(314

)

(70

)

580

 

Total other income (expense)

 

(617

)

(362

)

(574

)

471

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(6,669

)

(3,756

)

(6,300

)

(12,412

)

 

 

 

 

 

 

 

 

 

 

Income taxes

 

231

 

263

 

426

 

596

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(6,900

)

$

(4,019

)

$

(6,726

)

$

(13,008

)

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

$

(0.06

)

$

(0.04

)

$

(0.06

)

$

(0.12

)

 

 

 

 

 

 

 

 

 

 

Shares used in computing net loss per share:

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares

 

111,212

 

108,409

 

110,932

 

108,319

 

 



 

Axcelis Technologies, Inc.

Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)

 

 

 

June 30,
2014

 

December 31,
2013

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

35,588

 

$

46,290

 

Accounts receivable, net

 

32,067

 

36,587

 

Inventories, net

 

106,650

 

95,789

 

Prepaid expenses and other current assets

 

7,572

 

6,242

 

Total current assets

 

181,877

 

184,908

 

 

 

 

 

 

 

Property, plant and equipment, net

 

31,340

 

32,006

 

Long-term restricted cash

 

825

 

825

 

Other assets

 

12,539

 

15,810

 

Total assets

 

$

226,581

 

$

233,549

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

17,379

 

$

19,451

 

Accrued compensation

 

3,975

 

4,845

 

Warranty

 

1,326

 

1,316

 

Income taxes

 

430

 

417

 

Deferred revenue

 

4,227

 

4,387

 

Current portion of long-term debt

 

1,054

 

471

 

Other current liabilities

 

3,681

 

4,573

 

Total current liabilities

 

32,072

 

35,460

 

 

 

 

 

 

 

Long-term debt

 

13,946

 

14,529

 

Long-term deferred revenue

 

101

 

322

 

Other long-term liabilities

 

7,136

 

7,236

 

Total liabilities

 

53,255

 

57,547

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.001 par value, 30,000 shares authorized; none issued or outstanding

 

 

 

Common stock, $0.001 par value, 300,000 shares authorized; 111,643 shares issued and 111,523 shares outstanding at June 30, 2014; 110,225 shares issued and 110,105 shares outstanding at December 31, 2013

 

112

 

110

 

Additional paid-in capital

 

514,946

 

510,992

 

Treasury stock, at cost, 120 shares at June 30, 2014 and December 31, 2013

 

(1,218

)

(1,218

)

Accumulated deficit

 

(346,347

)

(339,621

)

Accumulated other comprehensive income

 

5,833

 

5,739

 

Total stockholders’ equity

 

173,326

 

176,002

 

Total liabilities and stockholders’ equity

 

$

226,581

 

$

233,549

 

 



 

Axcelis Technologies, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2014

 

2013

 

Cash flows from operating activities

 

 

 

 

 

Net loss

 

$

(6,726

)

$

(13,008

)

Adjustments to reconcile net loss to net cash used for operating activities:

 

 

 

 

 

Depreciation and amortization

 

2,299

 

2,719

 

Gain on sale of dry strip assets and intellectual property

 

 

(1,167

)

Deferred taxes

 

334

 

52

 

Stock-based compensation expense

 

2,182

 

1,644

 

Provision for excess and obsolete inventory

 

244

 

2,370

 

Changes in operating assets & liabilities:

 

 

 

 

 

Accounts receivable

 

4,493

 

(5,587

)

Inventories

 

(10,917

)

431

 

Prepaid expenses and other current assets

 

(1,334

)

(1,049

)

Accounts payable and other current liabilities

 

(3,860

)

5,642

 

Deferred revenue

 

(377

)

(891

)

Income taxes

 

13

 

(48

)

Other assets and liabilities

 

1,794

 

(1,905

)

Net cash used for operating activities

 

(11,855

)

(10,797

)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Proceeds from sale of dry strip assets and intellectual property

 

 

1,200

 

Purchases of property, plant, and equipment

 

(567

)

(336

)

Decrease in restricted cash

 

 

2

 

Net cash (used for) provided by investing activities

 

(567

)

866

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from exercise of stock options

 

1,583

 

206

 

Proceeds from Employee Stock Purchase Plan

 

227

 

197

 

Net cash provided by financing activities

 

1,810

 

403

 

Effect of exchange rate changes on cash and cash equivalents

 

(90

)

(819

)

Net decrease in cash and cash equivalents

 

(10,702

)

(10,347

)

Cash and cash equivalents at beginning of period

 

46,290

 

44,986

 

Cash and cash equivalents at end of period

 

$

35,588

 

$

34,639