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):  July 31, 2020

 

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 (see General Instruction A.2.):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ACLS	NASDAQ Global Select Market

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement.

 

Senior Secured Credit Facilities Credit Agreement and Guarantee and Collateral Agreement

 

On July 31, 2020, Axcelis Technologies, Inc. (the “Company”) entered into (i) a Senior Secured Credit Facilities Credit Agreement (the “Credit Agreement”) with the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, as lenders (collectively, referred to as the “Lender”), and Silicon Valley Bank, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, the “Agent”) and (ii) a Guarantee and Collateral Agreement (the “Collateral Agreement”) made by the Company in favor of the Agent.

 

Amount. The Credit Agreement provides for a revolving credit facility in an aggregate principal amount not to exceed $40.0 million, including a letter of credit sub-facility in the aggregate availability amount of $7.0 million (as a sublimit of the revolving loan facility) (the “Letters of Credit”), and a swingline sub-facility in the aggregate availability amount of $10.0 million (as a sublimit of the revolving loan facility). The Company has no immediate plans to borrow under the Credit Agreement, but will use the facility for Letters of Credit, for ongoing working capital and to fund general corporate purposes, as desired.

 

Maturity. The revolving credit facility terminates on August 3, 2023 (the “Termination Date”), with any Letters of Credit maturing 15 days prior to the Termination Date.

 

Interest Rate. Interest is payable in arrears on each interest payment date, based on LIBOR or base rate, in the Company’s discretion. Interest accrues at a rate of LIBOR plus 2.25% or base rate plus 1.25%, as applicable, subject to customary interest rate floors.

 

Security. The Company’s obligations are secured by a security interest, senior to any current and future debts and to any security interest, in all of the Company’s right, title, and interest in, to and under substantially all of the Company’s assets, subject to limited exceptions, including permitted liens.

 

Covenants; Representations and Warranties; Other Provisions. The Credit Agreement contains customary representations, warranties and covenants, including covenants by the Company limiting additional indebtedness, guaranties, liens, fundamental changes, mergers and consolidations, dispositions of assets, investments and loans, certain corporate changes, and transactions with affiliates.

 

Default Provisions. The Credit Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. Pursuant to the Credit Agreement and the Collateral Agreement, after the occurrence of an event of default, Agent may, among other things, (i) accelerate payment of all obligations and terminate the Lender’s commitments under the Credit Agreement, or (iii) notify any of Company’s account obligors to make payment directly to Agent. During the existence of an event of default, all outstanding Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto plus 2.00%.

 

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement as filed as an exhibit to the Company’s report on Form 10-Q for the quarter ending September 30, 2020, at which time it will be incorporated herein by reference.

 

Item 2.02 Results of Operations and Financial Condition 

 

On August 4, 2020, Axcelis Technologies, Inc. issued a press release regarding its financial results for its quarter ended June 30, 2020. 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Credit Agreement and the Collateral Agreement is incorporated into this Item 2.03 by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated August 4, 2020. Filed herewith.

 

 

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, 2020	Axcelis Technologies, Inc.
	By:	/s/ KEVIN J. BREWER
		Kevin J. Brewer
		Executive Vice President
		and Chief Financial Officer

 

 

Exhibit 99.1

 

 

AXCELIS ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER 2020

 

Company Reports Strong Financial Performance

 

BEVERLY, Mass. — August 4, 2020—Axcelis Technologies, Inc. (Nasdaq: ACLS) today announced financial results for the second quarter ended June 30, 2020.

 

The Company reported second quarter revenue of $123 million, compared to $119 million for the first quarter of 2020. Operating profit for the quarter was $16.4 million, compared to $13.7 million for the first quarter. Net income for the quarter was $13.3 million, or $0.39 per diluted share, compared to net income for the first quarter of $11.2 million, or $0.33 per diluted share. Gross margin for the quarter was 42.2%, compared to 38.3% in the first quarter. Cash, cash equivalents and restricted cash were $197 million on June 30, 2020, compared to $181.4 million on March 31, 2020.

 

President and CEO Mary Puma commented, “We are very pleased with our strong second quarter performance. Customer interest in our Purion platform remains strong, as evidenced by demo activity and evaluation system placements for both our Purion base platform and our new Purion product extensions. With the most innovative implant product line available, a broad and diverse customer base, a strong balance sheet and a dedicated team of employees, Axcelis has the building blocks to navigate these uncertain times and ultimately drive growth and market leadership in ion implantation.”

 

Business Outlook

 

For the third quarter ending September 30, 2020, Axcelis expects revenues to be approximately $110 million with gross margin around 42.5%. Third quarter operating profit is forecasted to be in the range of $10.5 - 11.5 million with earnings per diluted share of approximately $0.24.

 

Second Quarter 2020 Conference Call

 

The Company will host a call to discuss the results for the second quarter 2020 on Wednesday, August 5, 2020 at 8:30 am ET. 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 866.588.8911 (707.294.1561 outside North America). Participants calling into the conference call will be requested to provide the company name, Axcelis Technologies, and Conference ID: 6153997. Please dial in at least 15 minutes in advance to ensure a timely connection to the call. Webcast replays will be available for 30 days following the call.

 

 

 

Safe Harbor Statement

 

This press release and the conference call contain forward-looking statements under the Private Securities Litigation Reform Act safe harbor provisions. These statements, which include our expectations for spending in our industry and 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 that could cause actual results to differ materially from those in the forward-looking statements, many of which are outside the control of the Company, including that customer decisions to place orders or our product shipments may not occur when we expect, that orders may not be converted to revenue in any particular quarter, or at all, whether demand will continue for the semiconductor equipment we produce or, if not, whether we can successfully meet changing market requirements, and whether we will be able to maintain continuity of business relationships with and purchases by major customers. Increased competitive pressure on sales and pricing, increases in material and other production costs that cannot be recouped in product pricing and instability caused by changing global economic, political or financial conditions could also cause actual results to differ materially from those in our forward-looking statements. 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 40 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								Six months ended
		June 30,								June 30,
		2020				2019				2020				2019
Revenue:
Product		$	117,194			$	68,714			$	229,327			$	152,911
Services			5,771				5,591				12,629				12,871
Total revenue			122,965				74,305				241,956				165,782
Cost of revenue:
Product			65,519				37,188				132,691				84,518
Services			5,547				5,368				11,817				12,009
Total cost of revenue			71,066				42,556				144,508				96,527
Gross profit			51,899				31,749				97,448				69,255
Operating expenses:
Research and development			16,040				13,720				30,646				27,405
Sales and marketing			9,437				8,436				17,641				17,354
General and administrative			10,041				7,583				19,077				15,390
Total operating expenses			35,518				29,739				67,364				60,149
Income from operations			16,381				2,010				30,084				9,106
Other (expense) income:
Interest income			70				845				552				1,686
Interest expense			(1,299	)			(1,311	)			(2,602	)			(2,541	)
Other, net			421				(189	)			(199	)			(362	)
Total other expense			(808	)			(655	)			(2,249	)			(1,217	)
Income before income taxes			15,573				1,355				27,835				7,889
Income tax provision			2,271				799				3,312				1,271
Net income		$	13,302			$	556			$	24,523			$	6,618
Net income per share:
Basic		$	0.40			$	0.02			$	0.74			$	0.20
Diluted		$	0.39			$	0.02			$	0.72			$	0.19
Shares used in computing net income per share:
Basic weighted average common shares			33,116				32,729				32,998				32,706
Diluted weighted average common shares			33,958				33,901				34,023				34,064

 

 

 

 

Axcelis Technologies, Inc.

Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)

 

		June 30,				December 31,
		2020				2019
ASSETS
Current assets:
Cash and cash equivalents		$	190,340			$	139,881
Accounts receivable, net			64,909				83,753
Inventories, net			149,178				140,364
Prepaid expenses and other current assets			16,272				11,681
Total current assets			420,699				375,679
Property, plant and equipment, net			27,997				25,328
Operating lease assets			5,033				5,849
Finance lease assets, net			21,200				21,880
Long-term restricted cash			6,676				6,653
Deferred income taxes			64,615				68,060
Other assets			42,344				44,645
Total assets		$	588,564			$	548,094
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	30,270			$	25,341
Accrued compensation			14,221				7,631
Warranty			3,942				2,759
Income taxes			298				294
Deferred revenue			29,181				24,601
Current portion of finance lease obligation			654				399
Other current liabilities			8,193				7,639
Total current liabilities			86,759				68,664
Long-term finance lease obligation			47,787				48,149
Long-term deferred revenue			1,236				4,650
Other long-term liabilities			7,758				7,204
Total liabilities			143,540				128,667
Stockholders’ equity:
Common stock, $0.001 par value, 75,000 shares authorized; 33,433 shares issued and outstanding at June 30, 2020; 32,585 shares issued and outstanding at December 31, 2019			33				33
Additional paid-in capital			562,839				559,878
Accumulated deficit			(117,428	)			(140,226	)
Accumulated other comprehensive loss			(420	)			(258	)
Total stockholders’ equity			445,024				419,427
Total liabilities and stockholders’ equity		$	588,564			$	548,094