acls_Current_Folio_10Q

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2018

 

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 000-30941

 

AXCELIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

34-1818596

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

 

108 Cherry Hill Drive

Beverly, Massachusetts 01915

(Address of principal executive offices, including zip code)

 

(978) 787-4000

(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 Exchange 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 ☒  No ☐.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  No ☐.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer ☐

 

Accelerated filer ☒

 

 

 

Non-accelerated filer ☐

 

Smaller reporting company ☐

(Do not check if a smaller reporting company)

 

 

 

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if 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.    ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes ☐ No ☒

 

As of August 1, 2018 there were 32,355,546 shares of the registrant’s common stock outstanding.

 

 

 


 

Table of Contents

Table of Contents

 

 

 

 

PART I - FINANCIAL INFORMATION 

 

Item 1. 

Financial Statements (Unaudited)

 

 

Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017

3

 

Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and 2017

4

 

Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017

5

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017

6

 

Notes to Consolidated Financial Statements (Unaudited)

7

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

 

Overview

20

 

Critical Accounting Estimates

20

 

Results of Operations

21

 

Liquidity and Capital Resources

27

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

28

Item 4. 

Controls and Procedures

28

PART II - OTHER INFORMATION 

29

Item 1. 

Legal Proceedings

29

Item 1A. 

Risk Factors

29

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

29

Item 3. 

Defaults Upon Senior Securities

29

Item 4. 

Mine Safety Disclosures

29

Item 5. 

Other Information

29

Item 6. 

Exhibits

30

 

 

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PART 1—FINANCIAL INFORMATION

 

Item 1.    Financial Statements.

 

Axcelis Technologies, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Six months ended

 

 

 

 

June 30,

 

June 30,

 

 

    

2018

    

2017

    

2018

    

2017

    

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

112,521

 

$

96,539

 

$

228,543

 

$

178,517

 

Services

 

 

6,812

 

 

6,251

 

 

12,975

 

 

11,166

 

Total revenue

 

 

119,333

 

 

102,790

 

 

241,518

 

 

189,683

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

 

63,913

 

 

57,689

 

 

132,287

 

 

104,486

 

Services

 

 

6,420

 

 

6,039

 

 

13,075

 

 

11,421

 

Total cost of revenue

 

 

70,333

 

 

63,728

 

 

145,362

 

 

115,907

 

Gross profit

 

 

49,000

 

 

39,062

 

 

96,156

 

 

73,776

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

12,553

 

 

11,256

 

 

24,786

 

 

21,151

 

Sales and marketing

 

 

8,912

 

 

7,485

 

 

17,323

 

 

14,534

 

General and administrative

 

 

8,268

 

 

7,791

 

 

16,278

 

 

14,848

 

Total operating expenses

 

 

29,733

 

 

26,532

 

 

58,387

 

 

50,533

 

Income from operations

 

 

19,267

 

 

12,530

 

 

37,769

 

 

23,243

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

515

 

 

111

 

 

925

 

 

180

 

Interest expense

 

 

(1,127)

 

 

(1,336)

 

 

(2,464)

 

 

(2,447)

 

Other, net

 

 

(1,016)

 

 

16

 

 

(1,118)

 

 

(138)

 

Total other expense

 

 

(1,628)

 

 

(1,209)

 

 

(2,657)

 

 

(2,405)

 

Income before income taxes

 

 

17,639

 

 

11,321

 

 

35,112

 

 

20,838

 

Income tax provision (benefit)

 

 

2,970

 

 

(2,611)

 

 

6,528

 

 

(2,600)

 

Net income

 

$

14,669

 

$

13,932

 

$

28,584

 

$

23,438

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.46

 

$

0.46

 

$

0.89

 

$

0.78

 

Diluted

 

$

0.43

 

$

0.42

 

$

0.84

 

$

0.72

 

Shares used in computing net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares

 

 

32,214

 

 

30,589

 

 

32,154

 

 

30,183

 

Diluted weighted average common shares

 

 

33,942

 

 

33,168

 

 

34,048

 

 

32,779

 

 

See accompanying Notes to these Consolidated Financial Statements

 

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Axcelis Technologies, Inc.

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

    

2018

    

2017

    

2018

    

2017

    

Net income

 

$

14,669

 

$

13,932

 

$

28,584

 

$

23,438

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(2,321)

 

 

489

 

 

(1,300)

 

 

2,404

 

Amortization of actuarial loss and other adjustments from pension plan

 

 

30

 

 

29

 

 

60

 

 

57

 

Total other comprehensive (loss) income

 

 

(2,291)

 

 

518

 

 

(1,240)

 

 

2,461

 

Comprehensive income

 

$

12,378

 

$

14,450

 

$

27,344

 

$

25,899

 

 

See accompanying Notes to these Consolidated Financial Statements

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Axcelis Technologies, Inc.

Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

    

June 30,

    

December 31,

 

 

 

2018

 

2017

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

147,297

 

$

133,407

 

Short-term restricted cash

 

 

730

 

 

750

 

Accounts receivable, net

 

 

74,429

 

 

75,302

 

Inventories, net

 

 

129,554

 

 

120,544

 

Prepaid expenses and other current assets

 

 

10,925

 

 

9,772

 

Total current assets

 

 

362,935

 

 

339,775

 

Property, plant and equipment, net

 

 

36,312

 

 

36,168

 

Long-term restricted cash

 

 

6,915

 

 

6,723

 

Deferred income taxes

 

 

77,005

 

 

83,148

 

Other assets

 

 

25,264

 

 

22,404

 

Total assets

 

$

508,431

 

$

488,218

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

32,633

 

$

32,642

 

Accrued compensation

 

 

12,727

 

 

20,955

 

Warranty

 

 

4,698

 

 

4,112

 

Income taxes

 

 

163

 

 

273

 

Deferred revenue

 

 

11,927

 

 

16,181

 

Other current liabilities

 

 

4,542

 

 

5,124

 

Total current liabilities

 

 

66,690

 

 

79,287

 

Sale leaseback obligation

 

 

47,735

 

 

47,714

 

Long-term deferred revenue

 

 

3,248

 

 

1,964

 

Other long-term liabilities

 

 

5,144

 

 

5,643

 

Total liabilities

 

 

122,817

 

 

134,608

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.001 par value, 75,000 shares authorized; 32,331 shares issued and outstanding at June 30, 2018; 32,048 shares issued and outstanding at December 31, 2017

 

 

32

 

 

32

 

Additional paid-in capital

 

 

559,207

 

 

556,147

 

Accumulated deficit

 

 

(174,561)

 

 

(204,745)

 

Accumulated other comprehensive income

 

 

936

 

 

2,176

 

Total stockholders’ equity

 

 

385,614

 

 

353,610

 

Total liabilities and stockholders’ equity

 

$

508,431

 

$

488,218

 

 

 

See accompanying Notes to these Consolidated Financial Statements

 

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Axcelis Technologies, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

June 30,

 

 

    

2018

    

2017

    

Cash flows from operating activities

 

 

 

 

 

 

 

Net income

 

$

28,584

 

$

23,438

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

2,776

 

 

2,432

 

Deferred taxes

 

 

6,144

 

 

(2,910)

 

Stock-based compensation expense

 

 

3,188

 

 

2,580

 

Provision for excess and obsolete inventory

 

 

1,170

 

 

1,014

 

Changes in operating assets & liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

530

 

 

2,699

 

Inventories

 

 

(9,330)

 

 

(7,527)

 

Prepaid expenses and other current assets

 

 

(1,272)

 

 

(4,253)

 

Accounts payable and other current liabilities

 

 

(8,032)

 

 

10,788

 

Deferred revenue

 

 

(1,358)

 

 

3,859

 

Income taxes

 

 

(104)

 

 

 7

 

Other assets and liabilities

 

 

(6,956)

 

 

(730)

 

Net cash provided by operating activities

 

 

15,340

 

 

31,397

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Expenditures for property, plant and equipment and capitalized software

 

 

(1,675)

 

 

(1,849)

 

Net cash used in investing activities

 

 

(1,675)

 

 

(1,849)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Net settlement on restricted stock grants

 

 

(1,387)

 

 

(1,134)

 

Proceeds from Employee Stock Purchase Plan

 

 

437

 

 

349

 

Proceeds from exercise of stock options

 

 

822

 

 

9,290

 

Net cash (used in) provided by financing activities

 

 

(128)

 

 

8,505

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

525

 

 

(357)

 

Net increase in cash, cash equivalents and restricted cash

 

 

14,062

 

 

37,696

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

140,880

 

 

77,655

 

Cash, cash equivalents and restricted cash at end of period

 

$

154,942

 

$

115,351

 

 

 

 

 

 

 

 

 

 

See accompanying Notes to these Consolidated Financial Statements

 

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Axcelis Technologies, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

Note 1.  Nature of Business

 

Axcelis Technologies, Inc. (“Axcelis” or the “Company”) was incorporated in Delaware in 1995, and is a producer of ion implantation and other processing equipment used in the fabrication of semiconductor chips in the United States, Europe and Asia. In addition, the Company provides extensive worldwide aftermarket service and support, including spare parts, equipment upgrades, used equipment and maintenance services to the semiconductor industry.

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments which are of a normal recurring nature and considered necessary for a fair presentation of these financial statements have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for other interim periods or for the year as a whole.

 

The balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Axcelis Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

 

Note 2.  Stock-Based Compensation

 

The Company maintains the Axcelis Technologies, Inc. 2012 Equity Incentive Plan (the “2012 Equity Plan”), which became effective on May 2, 2012, and permits the issuance of options, restricted stock, restricted stock units and performance awards to selected employees, directors and consultants of the Company. The Company’s 2000 Stock Plan (the “2000 Stock Plan”) expired on May 1, 2012 and no new grants may be made under that plan after that date.  However, unexpired awards granted under the 2000 Stock Plan remain outstanding and subject to the terms of the 2000 Stock Plan. The Company also maintains the Axcelis Technologies, Inc. Employee Stock Purchase Plan (the “ESPP”), an Internal Revenue Code Section 423 plan.

 

The 2012 Equity Plan and the ESPP are more fully described in Note 11 to the consolidated financial statements in the Company’s 2017 Annual Report on Form 10-K.

 

The Company recognized stock-based compensation expense of $2.1 million and $1.5 million for the three month periods ended June 30, 2018 and 2017, respectively. The Company recognized stock-based compensation expense of $3.2 million and $2.6 million for the six month periods ended June 30, 2018 and 2017, respectively. These amounts include compensation expense related to restricted stock units (“RSUs”), non-qualified stock options and stock to be issued to participants under the ESPP.

 

In the three month periods ended June 30, 2018 and 2017, the Company issued 0.2 million and 1.2 million shares of common stock, respectively, in relation to stock option exercises, shares issued under the ESPP and vesting of RSUs. In the three month periods ended June 30, 2018 and 2017, the Company received proceeds of $0.9 million and $7.1 million, respectively, in connection with the exercise of stock options and ESPP purchases.

 

In the six month periods ended June 30, 2018 and 2017, the Company issued 0.3 million and 1.7 million shares of common stock, respectively, in relation to stock option exercises, shares issued under the ESPP and vesting of restricted stock units. In the six month periods ended June 30, 2018 and 2017, the Company received proceeds of $1.3 million and $9.6 million, respectively, in connection with the exercise of stock options and ESPP purchases.

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Note 3.  Revenue

 

We design, manufacture and service ion implantation and other processing equipment used in the fabrication of semiconductor chips and sell our products to leading semiconductor chip manufacturers worldwide. We offer a complete line of high energy, high current and medium current implanters (“Systems”) for all application requirements. In addition, we provide extensive aftermarket lifecycle products and services (“Aftermarket”), including used tools, spare parts, equipment upgrades, maintenance service and customer training.

 

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers or (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation based upon the relative standalone selling price for each performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. See Footnote 14 regarding the impact of the adoption of ASC 606 on our financial statements. To account for and measure revenue, the Company applies the following five steps:

 

1)

Identify the contract with the customer

 

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

 

2)

Identify the performance obligations in the contract

 

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.

 

Our Systems sales consist of multiple performance obligations, including the system itself and obligations that are not delivered simultaneously with the system. These undelivered obligations might include a combination of installation services, extended warranty and support and spare parts, all of which are generally covered by a single sales price.

 

Our aftermarket business includes both products and services type arrangements. Performance obligations in these contracts consist of used tools, spare parts, equipment upgrades, maintenance services and customer training.

 

Customers who purchase new systems are provided an assurance-type warranty for one year after acceptance of the tool. For Aftermarket transactions, we provide customers an assurance-type warranty for 90 days. Customers can choose to purchase extended warranty terms with enhanced support similar to a service-type warranty ranging from one to three years. In accordance with ASC 606, assurance-type warranties are not considered a performance obligation, whereas service-type warranties are. 

 

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3)

Determine the transaction price

 

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. In applying this guidance, Companies must also consider whether any significant financing components exist.

 

The transaction price for all transactions is based on the price reflected in the individual customers purchase order. Variable consideration has not been identified as a significant component of the transaction price for any of our transactions.

 

For those transactions where all performance obligations will be satisfied within one year or less, the Company is applying the practical expedient outlined in ASC 606-10-32-18. This practical expedient allows the Company not to adjust promised consideration for the effects of a significant financing component if the Company expects at contract inception the period between when the Company transfers the promised good or service to a customer and when the customer pays for that good or service will be one year or less. For those transactions that are expected to be completed after one year, the Company has assessed that there are no significant financing components because any difference between the promised consideration and the cash selling price of the good or service is for reasons other than the provision of financing.

 

4)

Allocate the transaction price to performance obligations in the contract

 

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation.

 

Where required, the Company determines standalone selling price (SSP) for each obligation based on consideration of both market and Company specific factors, including the selling price and profit margin for similar products, the cost to produce, and the anticipated margin.

 

For those contracts that contain multiple performance obligations (primarily systems sales, as well as some aftermarket contracts requiring both time and material inputs), the company must determine SSP. The Company used a cost plus margin approach in determining the SSP for any materials related performance obligations (such as upgrades, spare parts, systems). To determine the SSP for labor related performance obligations (such as the labor component of installation), the Company used directly observable inputs based on the standalone sale prices for these services.

 

5)

Recognize revenue when or as the Company has satisfied a performance obligation

 

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either 1) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, 2) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, settle liabilities, and holding or selling the asset.  For over time recognition, ASC 606 requires the Company to select a single revenue recognition method for the performance obligation that faithfully depicts the Company’s performance in transferring control of the goods and services. The

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guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation:

 

Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g. surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units produced or units delivered); and

 

Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation.

 

The Company has the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date (i.e. certain aftermarket contracts), as such the Company has elected a practical expedient to recognize revenue in the amount to which the entity has a right to invoice for such services.

 

Product related revenues (whether for systems or aftermarket business) are recognized at a point in time, when they are shipped or delivered, depending on shipping terms. 

 

For installation services, revenue is recognized at a point in time, once the installation of the tool is complete. The nature of the installation services are such that the customer does not simultaneously receive and consume the benefits provided by the entity’s performance, nor does performance of installation services create or enhance an asset that the customer controls. Installation services do not create an asset with an alternative use to the entity, and the entity does not have an enforceable right to payment for performance completed to date. 

 

Service-type warranties for any product are recognized over time, as these represent a stand ready obligation to service the product during the warranty period. Progress in the satisfaction of these performance obligations will be measured using an input method of time elapsed.

 

Maintenance and service contracts are recognized over time.  Progress in the satisfaction of these performance obligations will be measured using an input method of either time elapsed in the case of fixed period contracts, or labor hours expended, in the case of project based contracts.

 

Cost to Obtain and Fulfill a Contract with a Customer

 

The Company recognizes an asset related to incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The Company will recognize an asset from costs incurred to fulfill a contract only if such costs relate directly to a contract that the entity can specifically identify, the costs generate or enhance resources of the Company that will be used in satisfying performance obligations in the future, and the costs are expected to be recovered. Any assets recognized related to costs to obtain or fulfill a contract are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates.

 

In substantially all of our business transactions, we incur incremental costs to obtain contracts with customers, in the form of sales commissions. We maintain a commission program which awards our employees for System sales, aftermarket activity and other individual goals. Under ASC 606, an asset shall be amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. However, ASC 606 provides a practical expedient to allow for the recognition of commission expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. Based on the nature of the Company’s commission agreements, all commissions are expensed as incurred based upon the expectation that the amortization period would be one year or less. 

 

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Revenue Categories used by Management

 

Our business operates in the following fundamental disciplines: Systems and Aftermarket.

 

Revenue by categories used by management are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

June 30,

 

June 30,

 

 

2018*

 

2017

 

2018*

 

2017

 

 

(in thousands)

 

(in thousands)

Systems

 

$

73,919

 

$

62,440

 

$

159,395

 

$

117,691

Aftermarket

 

 

45,414

 

 

40,350

 

 

82,123

 

 

71,992

 

 

$

119,333

 

$

102,790

 

$

241,518

 

$

189,683

 

*The impact upon adoption of ASC 606 was an increase to Systems revenue of $0.8 million and $1.8 million for the three and six month periods ended June 30, 2018, respectively. Please refer to Note 14 for additional discussion of ASC 606 adoption impact on revenue amounts and comparable revenue figures.

 

The increase in revenue in the three and six month periods ended June 30, 2018, in comparison to the three and six month periods ended June 30, 2017, is attributable to an increase in sales of our Purion products and Aftermarket business.

 

Economic factors affecting our revenue

 

Global economic conditions have a direct impact on our revenue. We are substantially dependent on sales of our products and services to customers outside the United States. Adverse economic conditions such as political and economic instability, potential adverse tax consequences and volatility in exchange rates pose a risk that our clients may reduce, postpone or cancel spending for our products and services, which would impact our revenue.

 

Revenue by geographic markets is determined based upon the location to which our products are shipped and where our services are performed. Revenue in our principal geographic markets is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

June 30,

 

June 30,

 

 

2018*

 

2017

 

2018*

 

2017

 

 

(in thousands)

 

(in thousands)

North America

 

$

16,485

 

$

12,400

 

$

27,008

 

$

19,399

Asia

 

 

88,471

 

 

81,103

 

 

186,160

 

 

144,347

Europe

 

 

14,377

 

 

9,287

 

 

28,350

 

 

25,937

 

 

$

119,333

 

$

102,790

 

$

241,518

 

$

189,683

 

*The impact upon adoption of ASC 606 for the three months ended June 30, 2018 was an increase in revenue to Asia and North America $0.8 million and $0.1 million, respectively, and a decrease to Europe of $0.1 million. The impact upon adoption of ASC 606 for the six months ended June 30, 2018 was an increase in revenue to Asia of $2.3 million and a decrease to North America and Europe of $0.3 million and $0.2 million, respectively. Please refer to Note 14 for additional discussion of ASC 606 adoption impact on revenue amounts and comparable revenue figures.

 

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Contract assets and liabilities

 

Contract assets and contract liabilities are as follows:

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

2018

 

2017

 

 

(in thousands)

Contract assets

 

$

 —

 

$

 —

 

 

 

 

 

 

 

Contract liabilities

 

$

15,175

 

$

18,145

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

June 30,

   

June 30,

 

 

2018

 

2017

 

2018

 

2017

 

 

(in thousands)

Revenue recognized in the period from:

 

 

 

 

 

 

 

 

 

 

 

 

   Amounts included in contract liability at the beginning of the period

 

$

8,787

 

$

3,780

 

$

10,617

 

$

7,066

   Performance obligations satisfied in previous periods

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

Contract liabilities are reflected as deferred revenue on the consolidated balance sheet. Contract liabilities relate to payments invoiced or received in advance of completion of performance obligations under a contract. Contract liabilities are recognized as revenue upon the fulfillment of performance obligations. The decrease in contract liabilities of $3.0 million from December 31, 2017 to June 30, 2018 is primarily due the reclassification of $1.6 million relating to our adoption of ASC 606 as well as timing of system acceptances to a decrease in deferrals.  

 

The majority of our system transactions have payment terms that are 90% due upon shipment of the tool and 10% due upon installation. Aftermarket transaction payment terms are such that payment is due either within 30 or 60 days of service provided or delivery of parts.

 

As of June 30, 2018, the Company had deferred revenue of $15.2 million. This represents the portion of the transaction price for contracts with customers allocated to the performance obligations that remain unsatisfied or partially unsatisfied.  Short-term deferred revenue of $11.9 million represents performance obligations that will be satisfied within the next 12 months. This amount relates primarily to installation and non-standard warranty performance obligations for system sales. Long-term deferred revenue of $3.2 million relates primarily to unsatisfied extended warranty performance obligations that expected to be satisfied within the next 24 months.

 

Note 4.  Computation of Net Earnings per Share

 

Basic earnings per share is computed by dividing income available to common stockholders (the numerator) by the weighted‑average number of common shares outstanding (the denominator) for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased by the number of additional common shares that would have been outstanding if the potentially dilutive common shares issuable for stock options and restricted stock units had been issued, calculated using the treasury stock method.

 

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The components of net earnings per share are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

    

2018

    

2017

    

2018

    

2017

    

 

 

(in thousands, except per share amounts)

 

Net income available to common stockholders

 

$

14,669

 

$

13,932

 

$

28,584

 

$

23,438

 

Weighted average common shares outstanding used in computing basic income per share

 

 

32,214

 

 

30,589

 

 

32,154

 

 

30,183

 

Incremental options and RSUs

 

 

1,728

 

 

2,579

 

 

1,894

 

 

2,596

 

Weighted average common shares used in computing diluted net income per share

 

 

33,942

 

 

33,168

 

 

34,048

 

 

32,779

 

Net income per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.46

 

$

0.46

 

$

0.89

 

$

0.78

 

Diluted

 

$

0.43

 

$

0.42

 

$

0.84

 

$

0.72

 

 

Diluted weighted average common shares outstanding does not include options and restricted stock units outstanding to purchase 0.3 million and six thousand common equivalent shares for the three month periods ended June 30, 2018 and 2017,  respectively, and does not include options and restricted stock units outstanding to purchase ten thousand and 0.3 million common equivalent shares for the six month periods ended June 30, 2018 and 2017, respectively, as their effect would have been anti-dilutive.

 

 

 

 

Note 5.  Accumulated Other Comprehensive Income

 

The following table presents the changes in accumulated other comprehensive income, net of tax, by component, for the six months ended June 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Foreign

    

Defined benefit

    

 

 

 

 

 

currency

 

pension plan

 

Total

 

 

 

(in thousands)

 

Balance at December 31, 2017

 

$

2,756

 

$

(580)

 

$

2,176

 

Other comprehensive income and pension reclassification

 

 

(1,300)

 

 

60

 

 

(1,240)

 

Balance at June 30, 2018

 

$

1,456

 

$

(520)

 

$

936

 

 

 

 

Note 6. Cash, cash equivalents and restricted cash

 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the amounts shown in the statement of cash flows.

 

 

 

 

 

 

 

 

 

June 30,

 

 

2018

 

 

2017

 

 

(in thousands)

 

Cash and cash equivalents

$

147,297

 

$

108,558

 

Short-term and long-term restricted cash

 

7,645

 

 

6,793

 

Total cash, cash equivalents and restricted cash

$

154,942

 

$

115,351

 

 

The restricted cash balance of $7.6 million as of June 30, 2018 is the result of (i)  a $5.9 million letter of credit associated with a security deposit for the lease of our corporate headquarters in Beverly, Massachusetts, (ii)  a $0.8 million letter of credit relating to workers’ compensation insurance, (iii) two bank guaranties of our performance relating to customer payments in the amounts of $0.7 million and $0.1 million and (iv)  a $0.1 million deposit relating to customs activity. The restricted cash balance of $6.8 million as of June 30, 2017 includes the same items except for the bank guarantees.  

 

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Note 7.  Inventories, net

 

The components of inventories are as follows:

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

    

2018

    

2017

    

 

 

(in thousands)

 

Raw materials

 

$

85,077

 

$

82,313

 

Work in process

 

 

34,560

 

 

31,651

 

Finished goods (completed systems)

 

 

9,917

 

 

6,580

 

     Inventories, net

 

$

129,554

 

$

120,544

 

 

When recorded, inventory reserves reduce the carrying value of inventories to their net realizable value. The Company establishes inventory reserves when conditions exist that indicate inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for the Company’s products or market conditions. The Company regularly evaluates the ability to realize the value of inventories based on a combination of factors including the following: forecasted sales or usage, estimated product end of life dates, estimated current and future market value and new product introductions. Purchasing and usage alternatives are also explored to mitigate inventory exposure.

 

Note 8.  Product Warranty

 

The Company generally offers a one year warranty for all of its systems, the terms and conditions of which vary depending upon the product sold. For all systems sold, the Company accrues a liability for the estimated cost of standard warranty at the time of system shipment and defers the portion of systems revenue attributable to the fair value of non-standard warranty. Costs for non-standard warranty are expensed as incurred. Factors that affect the Company’s warranty liability include the number of installed units, historical and anticipated product failure rates, material usage and service labor costs. The Company periodically assesses the adequacy of its recorded liability and adjusts the amount as necessary.

 

The changes in the Company’s standard product warranty liability are as follows:

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

June 30,

 

 

    

2018

    

2017

    

 

 

(in thousands)

 

Balance at January 1 (beginning of year)

 

$

4,502

 

$

2,666

 

Warranties issued during the period

 

 

3,124

 

 

2,577

 

Settlements made during the period

 

 

(2,892)

 

 

(1,090)

 

Changes in estimate of liability for pre-existing warranties during the period

 

 

411

 

 

(281)

 

Balance at June 30 (end of period)

 

$

5,145

 

$

3,872

 

 

 

 

 

 

 

 

 

Amount classified as current

 

$

4,698

 

$

3,537

 

Amount classified as long-term

 

 

447

 

 

335

 

Total warranty liability

 

$

5,145

 

$

3,872

 

 

 

Note 9.  Fair Value Measurements

 

Certain assets on the Company’s balance sheets are reported at their fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

 

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(a)  Fair Value Hierarchy

 

The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

 

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

(b)  Fair Value Measurements

 

The Company’s money market funds and short-term investments are included in cash and cash equivalents in the consolidated balance sheets and are considered a level 1 investment as they are valued at quoted market prices in active markets.

 

The following table sets forth the Company’s assets by level within the fair value hierarchy:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

 

 

Fair Value Measurements

 

 

    

Level 1

    

Level 2

    

Level 3

    

Total

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds, U.S. Government Securities and Agency Investments

 

$

129,620

 

$

 —

 

$

 —

 

$

129,620

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

Fair Value Measurements

 

 

    

Level 1

    

Level 2

    

Level 3

    

Total

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds, U.S. Government Securities and Agency Investments

 

$

116,433

 

$

 —

 

$

 —

 

$

116,433

 

 

(c)  Other Financial Instruments

 

The carrying amounts reflected in the consolidated balance sheets for accounts receivable, prepaid expenses and other current assets and non-current assets, restricted cash, accounts payable and accrued expenses approximate fair value due to their short-term maturities.

 

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Note 10.  Financing Arrangements

 

Sale Leaseback Obligation

 

On January 30, 2015, the Company sold its corporate headquarters facility in Beverly Massachusetts for $48.9 million. As part of the sale, the Company also entered into a 22-year lease agreement. The sale leaseback is accounted for as a financing arrangement for financial reporting and, as such, the Company has recorded a financing obligation of $47.7 million as of June 30, 2018. The associated lease payments are deemed to include both an interest component and payment of principal, with the underlying liability being extinguished at the end of the original lease term. The Company posted a security deposit of $5.9 million in the form of an irrevocable letter of credit at the time of the closing. This letter of credit is cash collateralized and the associated cash is included in long-term restricted cash.

 

Note 11.  Income Taxes

 

During the three months ended June 30, 2018 we recorded an income tax provision of $3.0 million. During the six months ended June 30, 2018 we recorded an income tax provision of $6.5 million.  Included in the income tax provision for the three and six months ended June 30, 2018 was a tax benefit of $0.3 million recognized upon the expiration of the statute of limitations regarding an uncertain tax position previously recorded. Interest and penalties of $0.2 million previously accrued were credited to interest expense. The change in the income tax provision for the three and six months periods ended June 30, 2018 compared to the prior year was primarily due to the release of a significant portion of our valuation allowance in the fourth quarter of 2017. Prior to the release of the valuation allowance, the Company reported in its consolidated statements of operations only the amount of taxes actually payable. Subsequent to the release of the valuation allowance, tax expense also reflects the tax liability that would be payable without consideration of the usage of any net operating loss carryforwards. We have significant net operating loss carryforwards in the United States and certain European jurisdictions, and, as a result, we do not currently pay significant income taxes in those jurisdictions.

 

At December 31, 2017, the Company had $90.3 million of deferred tax assets worldwide relating to net operating loss carryforwards, tax credit carryforwards and other temporary differences, which are available to reduce income tax liabilities in future years.

 

On December 22, 2017, the Tax Cuts and Jobs Act ("TCJA") was enacted into law, which significantly changed existing U.S. tax law and includes numerous provisions that affect our business, such as reducing the U.S. federal statutory tax rate and adopting a territorial tax system. The TCJA reduces the U.S. federal statutory tax rate from 35% to 21%, effective January 1, 2018. The TCJA also includes a provision to tax global intangible low-taxed income ("GILTI") of foreign subsidiaries and a base erosion anti-abuse tax ("BEAT") measure that taxes certain payments between a U.S. corporation and its subsidiaries. The Company considered the available guidance and has incorporated the relevant provisions of GILTI into the income tax provision and concluded that the provisions of BEAT do not apply to the Company at this time.

 

In accordance with Staff Accounting Bulletin 118, the Company disclosed in its 2017 Annual Report on Form 10-K that it is able to determine a reasonable estimate for certain effects of tax reform and has recorded that estimate as a provisional amount. The Company intends to use the one-year measurement period to update the provisional amount recorded as it finalizes its analysis relating to certain matters, such as developing interpretations of provisions to the TCJA, changes to certain estimates and amounts related to the Earning and Profits of certain subsidiaries and the filing of tax returns. Also, Treasury regulations, administrative interpretations, or court decisions interpreting the TCJA may require further adjustments and changes to the provisional amounts. As of the second quarter 2018, the Company has not made any changes to its estimate for the transition tax liability.

 

 

 

 

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Note 12.  Concentration of Risk

 

For the three months ended June 30, 2018, one customer accounted for 23.9% of total revenue. For the three months ended June 30, 2017,  four customers accounted for 27.3%,  21.6%,  12.8% and 10.5% of total revenue, respectively.

 

For the six months ended June 30, 2018,  two customers accounted for 24.9% and 11.8% of total revenue, respectively. For the six months ended June 30, 2017, four customers accounted for 22.3%,  19.2%,  15.7% and 13.3% of total revenue, respectively.

 

At June 30, 2018, one customer accounted for 10.0% of accounts receivable, respectively. At December 31, 2017, three customers accounted for 19.8%,  11.8% and 10.6% of accounts receivable, respectively.

 

Note 13.  Contingencies

 

(a)  Litigation

 

The Company is, from time to time, a party to litigation that arises in the normal course of its business operations. The Company is not presently a party to any litigation that it believes might have a material adverse effect on its business operations.

 

(b)  Indemnifications

 

The Company’s system sales agreements typically include provisions under which the Company agrees to take certain actions, provide certain remedies and defend its customers against third-party claims of intellectual property infringement under specified conditions and to indemnify customers against any damage and costs awarded in connection with such claims. The Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements.

 

Note 14.  Recent Accounting Guidance

 

Accounting Standards or Updates Adopted

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers” (Topic 606): Identifying Performance Obligations and Licensing, which further clarifies performance obligations in a contract with a customer. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers” (Topic 606): Narrow-Scope Improvements and Practical Expedients, which provides a more narrow interpretation of ASU No. 2014-09. In July 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842), which clarify the transition periods related to public and private business entities.  These ASUs (collectively referred to as “Topic 606”) are effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods.

 

Effective January 1, 2018, we adopted FASB ASC Topic 606, Revenue from Contracts with Customers, or ASC 606. In accordance with ASC 606, we changed certain characteristics of our revenue recognition accounting policy as described below. In our adoption, ASC 606 was applied only to open contracts using the modified retrospective method, where the cumulative effect of the initial application is recognized as an adjustment to opening retained earnings at January 1, 2018. Therefore, comparative prior periods have not been adjusted and continue to be reported under FASB ASC Topic 605, Revenue Recognition, or ASC 605.  

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Table of Contents

 

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations for the three and six months ended June 30, 2018 and consolidated balance sheet as of June 30, 2018 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

June 30, 2018

 

June 30, 2018

Consolidated Statement of Operations

 

As Reported

 

ASC 606
Adjustments

 

Pro Forma Under ASC 605

 

As Reported

 

ASC 606
Adjustments

 

Pro Forma Under ASC 605

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Product

 

$

112,521

 

$

(830)

 

$

111,691

 

$

228,543

 

$

(1,836)

 

$

226,707

Total revenue

 

 

119,333

 

 

(830)

 

 

118,503

 

 

241,518

 

 

(1,836)

 

 

239,682

Gross profit

 

 

49,000

 

 

(830)

 

 

48,170

 

 

96,156

 

 

(1,836)

 

 

94,320

Income from operations

 

 

19,267

 

 

(830)

 

 

18,437

 

 

37,769

 

 

(1,836)

 

 

35,933

Income before income taxes

 

 

17,639

 

 

(830)

 

 

16,809

 

 

35,112

 

 

(1,836)

 

 

33,276

Income tax provision

 

 

2,970

 

 

(166)

 

 

2,804

 

 

6,528

 

 

(398)

 

 

6,130

Net income

 

$

14,669

 

$

(664)

 

$

14,005

 

$

28,584

 

$

(1,438)

 

$

27,146

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Basic

 

$

0.46

 

$

(0.02)

 

$

0.44

 

$

0.89

 

$

(0.04)

 

$

0.85

  Diluted

 

$

0.43

 

$

(0.02)

 

$

0.41

 

$

0.84

 

$

(0.04)

 

$

0.80

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

Consolidated Balance Sheet

 

As Reported

 

ASC 606
Adjustments

 

Pro Forma Under ASC 605

Deferred income taxes

 

$

77,005

 

$

398

 

$

77,403