8-K
AXCELIS TECHNOLOGIES INC (ACLS)
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): November 4, 2025
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br>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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | ACLS | NASDAQ<br> Global Select Market |
Item 2.02 Results of Operations and Financial Condition
On November 4, 2025, Axcelis Technologies, Inc. (the “Company”) issued a press release regarding its financial results for its quarter ended September 30, 2025. 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.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release dated November 4, 2025. Filed herewith |
| 104 | Cover<br>Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 4, 2025 | Axcelis Technologies, Inc. | |
|---|---|---|
| By: | /s/ James Coogan | |
| James Coogan | ||
| Executive Vice President and Chief Financial Officer |
3
Exhibit 99.1
| News Release |
|---|
Axcelis Announces Financial Results for ThirdQuarter 2025
Q3 Highlights:
| • | Revenueof $213.6 million |
|---|---|
| • | GAAPGross Margin of 41.6%, and Non-GAAP Gross Margin of 41.8% |
| --- | --- |
| • | GAAPOperating Margin of 11.7% and Non-GAAP Operating Margin of 18.2% |
| --- | --- |
| • | GAAPDiluted earnings per share of $0.83, and Non-GAAP Diluted earnings per share of $1.21 |
| --- | --- |
BEVERLY, Mass.— November 4, 2025—Axcelis Technologies, Inc. (Nasdaq: ACLS) today announced financial results for the third quarter ended September 30, 2025.
President and CEO Russell Low commented, “We delivered another solid quarter, with sales and earnings both exceeding our expectations. We are also pleased to report record CS&I revenue in the quarter, reflecting the success of our aftermarket strategy and the continued expansion of our installed base. We are executing on our product development roadmap and customer engagement initiatives with focus and urgency, while maintaining disciplined cost controls. These actions have enabled us to successfully navigate the anticipated cyclical digestion period across our markets in 2025.”
Low added, “We entered the fourth quarter with a solid financial foundation and are well poised to execute on our strategy as we enter into our next chapter of growth and innovation. Our recently announced merger with Veeco Instruments marks a critical milestone that we believe will position the combined company to capitalize on powerful secular tailwinds including AI and electrification. By bringing our two companies together, we believe we are building a leading semiconductor equipment company with the capabilities, resources and financial foundation to drive sustainable growth and value creation for shareholders and deliver meaningful benefits to all stakeholders.”
Executive Vice President and Chief Financial Officer Jamie Coogan stated, “We generated robust operating leverage through higher volume and disciplined cost management, translating into strong free cash flow. With over $590 million in cash and investments on the balance sheet, Axcelis has ample flexibility to capitalize on our value-enhancing strategic initiatives and long-term growth priorities.”
| News Release |
|---|
Results Summary
(In thousands, except per share amounts and percentages)
| Three months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Revenue | $ | 213,611 | $ | 256,564 | ||
| Gross margin | 41.6 | % | 42.9 | % | ||
| Operating margin | 11.7 | % | 18.3 | % | ||
| Net income | $ | 25,986 | $ | 48,576 | ||
| Diluted earnings per share | $ | 0.83 | $ | 1.49 | ||
| Non-GAAP Results | ||||||
| Non-GAAP gross margin | 41.8 | % | 43.0 | % | ||
| Non-GAAP operating margin | 18.2 | % | 21.7 | % | ||
| Adjusted EBITDA | $ | 43,202 | $ | 59,674 | ||
| Non-GAAP net income | $ | 37,900 | $ | 56,191 | ||
| Non-GAAP diluted earnings per share | $ | 1.21 | $ | 1.72 |
BusinessOutlook
For the fourth quarter ending December 31, 2025, Axcelis expects revenues of approximately $215 million, GAAP earnings per diluted share of approximately $0.76, and non-GAAP earnings per share of approximately $1.12.
Please refer to Fourth Quarter Outlook under the “Notes on our Non-GAAP Financial Information” section of this document for detail relating to the computation of non-GAAP earnings per diluted share as well as the Safe Harbor Statement section of this document.
Third Quarter 2025 Conference Call
The Company will host a call today to discuss the results at 8:30 a.m. ET. The call will be available via webcast that can be accessed through the Investors page of Axcelis' website at www.axcelis.com, or by registering as a participant here: https://register-conf.media-server.com/register/BI7b3b54c06ff14c8080f379ce76dc7cab Webcast replays will be available for 30 days following the call.
Use of Non-GAAP Financial Results
This press release includes financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“non-GAAP financial measures”). These non-GAAP financial measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP income tax provision, Adjusted EBITDA, non-GAAP net income, and non-GAAP diluted earnings per share, and reflect adjustments for the impact of share-based compensation expense, certain items related to restructuring and severance charges and any associated adjustments and transaction and integration costs associated with the merger agreement with Veeco Instruments announced on October 1, 2025.
| News Release |
|---|
Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included in this release.
For further information regarding these non-GAAP financial measures, please refer to the tables presenting reconciliations of our non-GAAP results to our GAAP results and the “Notes on Our Non-GAAP Financial Information” at the end of this press release.
Safe Harbor Statement
This press release contains, and the conference call will 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 and, with respect to the potential transaction with Veeco, failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed transaction or to complete the proposed transaction on anticipated terms and timing; negative effects of the announcement of the proposed transaction; risks that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits may take longer to realize or may be more costly to achieve than expected; the risk that disruptions from the proposed transaction will harm business plans and operations; risks relating to unanticipated costs of integration; significant transaction and/or integration costs, or difficulties in connection with the proposed transaction and/or unknown or inestimable liabilities; restrictions during the pendency of the proposed transaction that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation associated with the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on the Company’s, Veeco’s or the combined company’s relationships with suppliers, customers, employees and regulators; and demand for the combined company’s products. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to: economic, political and social conditions in the countries in which the Company and Veeco, their respective customers and suppliers operate; disruption to the Company’s and Veeco’s respective manufacturing facilities or other operations, or the operations of Company’s and Veeco’s respective customers and suppliers, due to natural catastrophic events, health epidemics or terrorism; ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns; the Company’s, Veeco’s and the combined company’s ability to timely develop new technologies and products that successfully anticipate or address changes in the semiconductor industry; the Company’s, Veeco’s and the combined company’s ability to maintain their respective technology advantage and protect their respective proprietary rights; the Company’s, Veeco’s and the combined company’s ability to compete with new products introduced by their respective competitors; the Company’s, Veeco’s and the combined company’s ability or the ability of their respective customers to obtain U.S. export control licenses for the sale of certain products or provision of certain services to customers in China. 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, including with respect to the imposition of tariffs on our products or components of our products, 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.
| News Release |
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About Axcelis:
Axcelis (Nasdaq: ACLS), headquartered in Beverly, Mass., has been providing innovative, high-productivity solutions for the semiconductor industry for over 45 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.
CONTACTS:
Investor Relations Contact:
David Ryzhik
Senior Vice President, Investor Relations and Corporate Strategy
Telephone: (978) 787-2352
Email: David.Ryzhik@axcelis.com
Press/Media Relations Contact:
Maureen Hart
Senior Director, Corporate & Marketing Communications
Telephone: (978) 787-4266
Email: Maureen.Hart@axcelis.com
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Axcelis Technologies, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| Three months ended | Nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue: | ||||||||||||
| Product | $ | 201,218 | $ | 246,826 | $ | 567,444 | $ | 735,626 | ||||
| Services | 12,393 | 9,738 | 33,274 | 29,822 | ||||||||
| Total revenue | 213,611 | 256,564 | 600,718 | 765,448 | ||||||||
| Cost of revenue: | ||||||||||||
| Product | 112,078 | 136,379 | 302,041 | 399,049 | ||||||||
| Services | 12,727 | 10,215 | 33,761 | 27,968 | ||||||||
| Total cost of revenue | 124,805 | 146,594 | 335,802 | 427,017 | ||||||||
| Gross profit | 88,806 | 109,970 | 264,916 | 338,431 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 24,640 | 26,395 | 78,832 | 77,843 | ||||||||
| Sales and marketing | 15,838 | 16,808 | 45,965 | 51,483 | ||||||||
| General and administrative | 23,308 | 19,854 | 56,976 | 52,842 | ||||||||
| Total operating expenses | 63,786 | 63,057 | 181,773 | 182,168 | ||||||||
| Income from operations | 25,020 | 46,913 | 83,143 | 156,263 | ||||||||
| Other income (expense): | ||||||||||||
| Interest income | 5,465 | 6,560 | 16,547 | 18,126 | ||||||||
| Interest expense | (1,305 | ) | (1,333 | ) | (4,028 | ) | (4,017 | ) | ||||
| Other, net | 970 | 3,225 | 2,569 | 1,257 | ||||||||
| Total other income | 5,130 | 8,452 | 15,088 | 15,366 | ||||||||
| Income before income taxes | 30,150 | 55,365 | 98,231 | 171,629 | ||||||||
| Income tax provision | 4,164 | 6,789 | 12,290 | 20,593 | ||||||||
| Net income | $ | 25,986 | $ | 48,576 | $ | 85,941 | $ | 151,036 | ||||
| Net income per share: | ||||||||||||
| Basic | $ | 0.83 | $ | 1.49 | $ | 2.70 | $ | 4.63 | ||||
| Diluted | $ | 0.83 | $ | 1.49 | $ | 2.70 | $ | 4.61 | ||||
| Shares used in computing net income per share: | ||||||||||||
| Basic weighted average shares of common stock | 31,287 | 32,550 | 31,796 | 32,595 | ||||||||
| Diluted weighted average shares of common stock | 31,450 | 32,675 | 31,863 | 32,780 | ||||||||
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Axcelis Technologies, Inc.
Consolidated Balance Sheets
(In thousands, except per share amounts)
(Unaudited)
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 187,501 | $ | 123,512 | ||
| Short-term investments | 262,059 | 447,831 | |||
| Accounts receivable, net | 147,636 | 203,149 | |||
| Inventories, net | 324,342 | 282,225 | |||
| Prepaid income taxes | 4,687 | 6,420 | |||
| Prepaid expenses and other current assets | 57,804 | 60,471 | |||
| Total current assets | 984,029 | 1,123,608 | |||
| Property, plant and equipment, net | 57,979 | 53,784 | |||
| Operating lease assets | 29,499 | 29,621 | |||
| Finance lease assets, net | 14,440 | 15,346 | |||
| Long-term restricted cash | 7,626 | 7,552 | |||
| Deferred income taxes | 70,033 | 68,277 | |||
| Long-term investments | 143,214 | - | |||
| Other assets | 45,120 | 50,593 | |||
| Total assets | 1,351,940 | $ | 1,348,781 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 52,466 | $ | 46,928 | ||
| Accrued compensation | 24,357 | 25,536 | |||
| Warranty | 9,258 | 13,022 | |||
| Deferred revenue | 81,486 | 94,673 | |||
| Current portion of finance lease obligation | 1,505 | 1,345 | |||
| Other current liabilities | 29,917 | 26,018 | |||
| Total current liabilities | 198,989 | 207,522 | |||
| Long-term finance lease obligation | 41,166 | 42,329 | |||
| Long-term deferred revenue | 47,434 | 43,501 | |||
| Other long-term liabilities | 44,207 | 42,639 | |||
| Total liabilities | 331,796 | 335,991 | |||
| Stockholders’ equity: | |||||
| Common stock, 0.001 par value, 75,000 shares authorized; 30,998 shares issued and outstanding at September 30, 2025; 32,365 shares issued and outstanding at December 31, 2024 | 31 | 32 | |||
| Additional paid-in capital | 532,951 | 548,654 | |||
| Retained earnings | 488,771 | 470,318 | |||
| Accumulated other comprehensive loss | (1,609 | ) | (6,214 | ) | |
| Total stockholders’ equity | 1,020,144 | 1,012,790 | |||
| Total liabilities and stockholders’ equity | 1,351,940 | $ | 1,348,781 |
All values are in US Dollars.
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Axcelis Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three months ended | Nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Cash flows from operating activities | ||||||||||||
| Net income | $ | 25,986 | $ | 48,576 | $ | 85,941 | $ | 151,036 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 4,328 | 3,906 | 13,152 | 11,542 | ||||||||
| Stock-based compensation expense | 5,344 | 5,412 | 15,668 | 15,571 | ||||||||
| Other | 6,907 | (16,346 | ) | (4,110 | ) | (11,090 | ) | |||||
| Change in other assets and liabilities, net | 2,785 | 4,200 | 14,221 | (39,021 | ) | |||||||
| Net cash provided by operating activities | 45,350 | 45,748 | 124,872 | 128,038 | ||||||||
| Cash flows from investing activities | ||||||||||||
| Expenditures for property, plant and equipment and capitalized software | (2,015 | ) | (3,899 | ) | (8,960 | ) | (7,523 | ) | ||||
| Other changes in investing activities, net | 3,393 | (52,654 | ) | 46,194 | (110,324 | ) | ||||||
| Net cash provided by (used in) investing activities | 1,378 | (56,553 | ) | 37,234 | (117,847 | ) | ||||||
| Cash flows from financing activities | ||||||||||||
| Repurchase of common stock | (32,335 | ) | (15,363 | ) | (95,850 | ) | (45,358 | ) | ||||
| Other changes from financing activities, net | (440 | ) | (630 | ) | (4,022 | ) | (11,291 | ) | ||||
| Net cash used in financing activities | (32,775 | ) | (15,993 | ) | (99,872 | ) | (56,649 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | (106 | ) | 1,700 | 1,829 | (774 | ) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 13,847 | (25,098 | ) | 64,063 | (47,232 | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | 181,280 | 151,817 | 131,064 | 173,951 | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 195,127 | $ | 126,719 | $ | 195,127 | $ | 126,719 |
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Notes on Our Non-GAAPFinancial Information
Management uses non-GAAP gross profit, gross margin, operating income, operating margin, income tax provision, net income, diluted earnings per share, and Adjusted EBITDA to evaluate the Company’s operating and financial performance and for planning purposes. Axcelis believes these measures enhance an overall understanding of its performance and investors’ ability to review the Company’s business from the same perspective as the Company’s management.
There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies, and may exclude certain items that may have a material impact upon our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
Totals presented may not sum and percentages may not recalculate using figures presented due to rounding.
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Axcelis Technologies, Inc.
Schedule Reconciling Selected Non-GAAP FinancialMeasures
(In thousands, except per share amounts)
| **** | Three months ended September 30, | **** | Nine months ended September 30, | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| GAAP gross Profit | $ | 88,806 | $ | 109,970 | $ | 264,916 | $ | 338,431 | ||||
| Restructuring^1^ | - | - | 226 | 876 | ||||||||
| Stock-based compensation | 499 | 354 | 1,421 | 1,106 | ||||||||
| Non-GAAP gross profit | $ | 89,305 | $ | 110,324 | $ | 266,563 | $ | 340,413 | ||||
| Non-GAAP gross margin | 41.8 | % | 43.0 | % | 44.4 | % | 44.5 | % | ||||
| GAAP operating expense | $ | 63,786 | $ | 63,057 | $ | 181,773 | $ | 182,168 | ||||
| Transaction and integration^3^ | (8,274 | ) | - | (8,274 | ) | - | ||||||
| Bad debt expense | - | (3,443 | ) | - | (2,984 | ) | ||||||
| Restructuring^1^ | (236 | ) | - | (1,130 | ) | (553 | ) | |||||
| Stock-based compensation | (4,845 | ) | (5,058 | ) | (14,247 | ) | (14,465 | ) | ||||
| Non-GAAP operating expense | $ | 50,431 | $ | 54,556 | $ | 158,122 | $ | 164,166 | ||||
| GAAP operating income | $ | 25,020 | $ | 46,913 | $ | 83,143 | $ | 156,263 | ||||
| Transaction and integration^3^ | 8,274 | - | 8,274 | - | ||||||||
| Bad debt expense | - | 3,443 | - | 2,984 | ||||||||
| Restructuring^1^ | 236 | - | 1,356 | 1,429 | ||||||||
| Stock-based compensation | 5,344 | 5,412 | 15,668 | 15,571 | ||||||||
| Non-GAAP operating income | $ | 38,874 | $ | 55,768 | $ | 108,441 | $ | 176,247 | ||||
| Non-GAAP operating margin | 18.2 | % | 21.7 | % | 18.1 | % | 23.0 | % | ||||
| GAAP income tax provision | $ | 4,164 | $ | 6,789 | $ | 12,290 | $ | 20,593 | ||||
| Income tax effect of Non-GAAP adjustments^2^ | 1,940 | 1,240 | 3,542 | 2,798 | ||||||||
| Non-GAAP income tax provision | $ | 6,104 | $ | 8,029 | $ | 15,832 | $ | 23,391 | ||||
| GAAP net income | $ | 25,986 | $ | 48,576 | $ | 85,941 | $ | 151,036 | ||||
| Transaction and integration^3^ | 8,274 | - | 8,274 | - | ||||||||
| Bad debt expense | - | 3,443 | - | 2,984 | ||||||||
| Restructuring^1^ | 236 | - | 1,356 | 1,429 | ||||||||
| Stock-based compensation | 5,344 | 5,412 | 15,668 | 15,571 | ||||||||
| Income tax effect of Non-GAAP adjustments^2^ | (1,940 | ) | (1,240 | ) | (3,542 | ) | (2,798 | ) | ||||
| Non-GAAP net income | $ | 37,900 | $ | 56,191 | $ | 107,697 | $ | 168,222 | ||||
| GAAP diluted EPS | $ | 0.83 | $ | 1.49 | $ | 2.70 | $ | 4.61 | ||||
| Transaction and integration^3^ | 0.26 | - | 0.26 | - | ||||||||
| Bad debt expense | - | 0.11 | - | 0.09 | ||||||||
| Restructuring^1^ | 0.01 | - | 0.04 | 0.04 | ||||||||
| Stock-based compensation | 0.17 | 0.16 | 0.49 | 0.48 | ||||||||
| Income tax effect of Non-GAAP adjustments^2^ | (0.06 | ) | (0.04 | ) | (0.11 | ) | (0.09 | ) | ||||
| Non-GAAP diluted EPS | $ | 1.21 | $ | 1.72 | $ | 3.38 | $ | 5.13 |
Note 1: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.
Note 2: Impact of taxes from non-GAAP adjustments, uses adjusted tax rate of 14%.
Note 3: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments, announced on October 1, 2025.
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Axcelis Technologies, Inc.
Reconciliation of Net Income to Adjusted EBITDA
(In thousands, except percentages)
| **** | Three months ended September 30, | **** | Nine months ended September 30, | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net Income | $ | 25,986 | $ | 48,576 | $ | 85,941 | $ | 151,036 | ||||
| Other (income)/expense | (5,130 | ) | (8,452 | ) | (15,088 | ) | (15,366 | ) | ||||
| Income tax provision | 4,164 | 6,789 | 12,290 | 20,593 | ||||||||
| Depreciation & amortization | 4,328 | 3,906 | 13,152 | 11,542 | ||||||||
| Subtotal | 29,348 | 50,819 | 96,295 | 167,805 | ||||||||
| Transaction and integration^2^ | 8,274 | - | 8,274 | - | ||||||||
| Bad debt expense | - | 3,443 | - | 2,984 | ||||||||
| Restructuring^1^ | 236 | - | 1,356 | 1,429 | ||||||||
| Stock-based compensation | 5,344 | 5,412 | 15,668 | 15,571 | ||||||||
| Adjusted EBITDA | $ | 43,202 | $ | 59,674 | $ | 121,593 | $ | 187,789 | ||||
| Adjusted EBITDA margin | 20.2 | % | 23.3 | % | 20.2 | % | 24.5 | % |
Note 1: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.
Note 2: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments, announced on October 1, 2025.
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Axcelis Technologies,Inc. Fourth Quarter Outlook GAAP to Non-GAAP Diluted Earnings Per Share
| Three months ended December 31, 2025 | |||
|---|---|---|---|
| GAAP diluted EPS | $ | 0.76 | |
| Transaction and Integration^2^ | 0.19 | ||
| Restructuring^3^ | 0.05 | ||
| Stock-based compensation | 0.18 | ||
| Income tax effect of non-GAAP adjustments^1^ | (0.06 | ) | |
| Non-GAAP diluted EPS | $ | 1.12 |
Note 1: Impact of taxes from non-GAAP adjustments, uses adjusted tax rate of 14%.
Note 2: Transaction and Integration costs include expenses associated with the merger agreement with Veeco Instruments, announced on October 1, 2025.
Note 3: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.