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): July 31, 2020
AxcelisTechnologies, 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 MaterialDefinitive Agreement.
Senior Secured Credit FacilitiesCredit 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; Representationsand 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 FinancialObligation 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. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 4, 2020 | Axcelis Technologies, Inc. | |
|---|---|---|
| By: | /s/ KEVIN J. BREWER | |
| Kevin J. Brewer | ||
| Executive Vice President | ||
| and Chief Financial Officer |
3
Exhibit 99.1
AXCELIS ANNOUNCES FINANCIAL RESULTS FORSECOND 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)
| December 31, | |||||
|---|---|---|---|---|---|
| 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 |
All values are in US Dollars.