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):  May 2, 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 Business Loan Agreement dated July 5, 2013 with Northern Bank & Trust Company (the “Bank”) pursuant to which the Company borrowed $15.0 million secured by the Company’s real estate in Beverly, Massachusetts.  All outstanding principal and interest on the term loan is due and payable on July 5, 2016.  The Company’s financial results for the quarter ended March 31, 2014 caused the Company not to meet the Debt Service Ratio covenant in the Business Loan Agreement, which covenant was waived by the Bank.  The Company was in compliance with all other covenants associated with the term loan during the first quarter of 2014.

 

The Company and the Bank have entered into a letter agreement dated as of May 2, 2014, which amended the Debt Service Ratio covenant in the Business Loan Agreement to defer its effectiveness until September 30, 2014.  Accordingly, commencing with the quarter ending September 30, 2014, the Company’s quarterly net operating income multiplied by 4 must be not less than the actual annual debt service over the twelve months following the start of such quarter, multiplied by 1.45.  All other terms of the Business Loan Agreement remain in effect.

 

Item 2.02 Results of Operations and Financial Condition

 

On May 6, 2014, Axcelis Technologies, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended March 31, 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 May 6, 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: May 6, 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

GRAPHIC

 

AXCELIS ANNOUNCES FINANCIAL RESULTS FOR FIRST QUARTER 2014

 

System Revenues Increase by 27% Reflecting Continued Market Acceptance

 

BEVERLY, Mass. — May 6, 2014—Axcelis Technologies, Inc. (Nasdaq: ACLS) today announced financial results for the first quarter ended March 31, 2014. Highlights for the quarter were:

 

·                  Net income of $0.2 million or $0.00 per share compared to net income of $0.6 million or $0.01 per share in the fourth quarter of 2013.

 

·                  System sales of $32.5 million, a 27% increase over the fourth quarter of 2013, reflecting market acceptance of the Purion™ platform.

 

·                  Closed an order for the Company’s innovative Purion M™ medium current implanter with a second leading chipmaker in Asia after a highly successful evaluation process in which the product exceeded goals in numerous performance categories.

 

·                  Shipped multiple Purion XE™ implanters for high volume production of advanced NAND devices.

 

The Company reported first quarter revenue of $60.8 million, compared to $58.6 million for the fourth quarter of 2013. Operating profit for the quarter was $0.3 million, compared to $1.04 million for the fourth quarter of 2013. Net income for the quarter was $0.2 million, or $0.00 per share. This compares to net income for the fourth quarter of 2013 of $0.6 million, or $0.01 per share. Cash and cash equivalents were $43.0 million at March 31, 2014 compared with $46.3 million at December 31, 2013.

 

Chairman and CEO Mary Puma said, “The Purion platform has been specifically designed to address our customers’ most stringent requirements for advanced planar and 3D devices. As a result, the Purion products led a strong increase in system revenues during the first quarter, including multiple Purion XE shipments and a Purion M order from a second customer. In addition, the Purion H is generating significant interest from customers.”

 

First Quarter 2014 Conference Call

 

The Company will host a conference call today at 5:00 pm ET to discuss results for the first quarter 2014. An audio webcast will be available on the Investor page of Axcelis’ website at www.axcelis.com, or by dialing 1.888.679.8035 (1. 617.213.4848 outside North America). Participants calling into the conference call will be requested to provide the company name, Axcelis, and passcode: 36177541. Webcast replays will be available for 90 days following the conference 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
March 31,

 

 

 

2014

 

2013

 

Revenue

 

 

 

 

 

Product

 

$

55,015

 

$

34,452

 

Services

 

5,825

 

6,274

 

Total revenue

 

60,840

 

40,726

 

Cost of revenue

 

 

 

 

 

Product

 

33,802

 

22,181

 

Services

 

5,298

 

5,602

 

Total cost of revenue

 

39,100

 

27,783

 

 

 

 

 

 

 

Gross profit

 

21,740

 

12,943

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Research and development

 

9,257

 

9,206

 

Sales and marketing

 

5,476

 

5,201

 

General and administrative

 

6,481

 

6,590

 

Gain on sale of dry strip assets and intellectual property

 

 

(368

)

Restructuring charges

 

200

 

1,801

 

Total operating expenses

 

21,414

 

22,430

 

 

 

 

 

 

 

Income (loss) from operations

 

326

 

(9,487

)

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

Interest income

 

2

 

3

 

Interest expense

 

(251

)

 

Other, net

 

292

 

829

 

Total other income

 

43

 

832

 

 

 

 

 

 

 

Income (loss) before income taxes

 

369

 

(8,655

)

 

 

 

 

 

 

Income taxes

 

195

 

333

 

 

 

 

 

 

 

Net income (loss)

 

$

174

 

$

(8,988

)

 

 

 

 

 

 

Net earnings (loss) per share

 

 

 

 

 

Basic

 

$

0.00

 

$

(0.08

)

Diluted

 

$

0.00

 

$

(0.08

)

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing net earnings (loss) per share

 

 

 

 

 

Basic weighted average common shares

 

110,649

 

108,227

 

Diluted weighted average common shares

 

115,798

 

108,227

 

 



 

Axcelis Technologies, Inc.

Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)

 

 

 

March 31,
2014

 

December 31,
2013

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

43,039

 

$

46,290

 

Accounts receivable, net

 

38,121

 

36,587

 

Inventories, net

 

95,533

 

95,789

 

Prepaid expenses and other current assets

 

7,476

 

6,242

 

Total current assets

 

184,169

 

184,908

 

 

 

 

 

 

 

Property, plant and equipment, net

 

31,605

 

32,006

 

Restricted cash, long-term

 

825

 

825

 

Other assets

 

16,104

 

15,810

 

Total assets

 

$

232,703

 

$

233,549

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

17,865

 

$

19,451

 

Accrued compensation

 

4,692

 

4,845

 

Warranty

 

1,496

 

1,316

 

Income taxes

 

474

 

417

 

Deferred revenue

 

3,836

 

4,387

 

Current portion of long-term debt

 

762

 

471

 

Other current liabilities

 

4,100

 

4,573

 

Total current liabilities

 

33,225

 

35,460

 

 

 

 

 

 

 

Long-tem debt

 

14,238

 

14,529

 

Long-term deferred revenue

 

257

 

322

 

Other long-term liabilities

 

7,058

 

7,236

 

Total liabilities

 

54,778

 

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; 111,269 shares issued and 111,149 shares outstanding at March 31, 2014;110,225 shares issued and 110,105 shares outstanding at December 31, 2013

 

111

 

110

 

Additional paid-in capital

 

513,411

 

510,992

 

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

 

(1,218

)

(1,218

)

Accumulated deficit

 

(339,447

)

(339,621

)

Accumulated other comprehensive income

 

5,068

 

5,739

 

Total stockholders’ equity

 

177,925

 

176,002

 

Total liabilities and stockholders’ equity

 

$

232,703

 

$

233,549

 

 



 

Axcelis Technologies, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Three months ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

Cash flows from operating activities

 

 

 

 

 

Net income (loss)

 

$

174

 

$

(8,988

)

Adjustments to reconcile net income (loss) to net cash used for operating activities:

 

 

 

 

 

Depreciation and amortization

 

1,140

 

1,394

 

Gain on sale of dry strip assets and intellectual property

 

 

(368

)

Deferred taxes

 

312

 

56

 

Stock-based compensation expense

 

1,172

 

839

 

Provision for excess inventory

 

59

 

2,211

 

Changes in operating assets & liabilities

 

 

 

 

 

Accounts receivable

 

(1,634

)

1,458

 

Inventories

 

(52

)

(1,672

)

Prepaid expenses and other current assets

 

(1,252

)

(544

)

Accounts payable and other current liabilities

 

(2,025

)

5,043

 

Deferred revenue

 

(614

)

(843

)

Income taxes

 

61

 

84

 

Other assets and liabilities

 

(1,304

)

(549

)

Net cash used for operating activities

 

(3,963

)

(1,879

)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Proceeds from sale of dry strip assets and intellectual property

 

 

400

 

Expenditures for property, plant, and equipment

 

(227

)

(150

)

Decrease in restricted cash

 

 

3

 

Net cash (used for) provided by investing activities

 

(227

)

253

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from exercise of stock options

 

1,277

 

49

 

Net cash provided by financing activities

 

1,277

 

49

 

Effect of exchange rate changes on cash

 

(338

)

(968

)

Net decrease in cash and cash equivalents

 

(3,251

)

(2,545

)

Cash and cash equivalents at beginning of period

 

46,290

 

44,986

 

Cash and cash equivalents at end of period

 

$

43,039

 

$

42,441