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 September 30, 2017

 

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 October 31, 2017 there were 31,413,168 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 nine months ended September 30, 2017 and 2016

3

 

Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016

4

 

Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016

5

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016

6

 

Notes to Consolidated Financial Statements (Unaudited)

7

Item 2. 

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

14

 

Overview

14

 

Critical Accounting Estimates

14

 

Results of Operations

15

 

Liquidity and Capital Resources

22

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

23

Item 4. 

Controls and Procedures

23

PART II - OTHER INFORMATION 

24

Item 1. 

Legal Proceedings

24

Item 1A. 

Risk Factors

24

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

24

Item 3. 

Defaults Upon Senior Securities

24

Item 4. 

Mine Safety Disclosures

24

Item 5. 

Other Information

24

Item 6. 

Exhibits

25

 

 

2


 

Table of Contents

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 

 

Nine months ended

 

 

 

 

September 30,

 

September 30,

 

 

    

2017

    

2016

    

2017

    

2016

    

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

98,161

 

$

59,302

 

$

276,678

 

$

180,336

 

Services

 

 

6,321

 

 

6,348

 

 

17,487

 

 

17,286

 

Total revenue

 

 

104,482

 

 

65,650

 

 

294,165

 

 

197,622

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

 

58,056

 

 

36,360

 

 

162,542

 

 

111,262

 

Services

 

 

6,675

 

 

5,186

 

 

18,096

 

 

13,709

 

Total cost of revenue

 

 

64,731

 

 

41,546

 

 

180,638

 

 

124,971

 

Gross profit

 

 

39,751

 

 

24,104

 

 

113,527

 

 

72,651

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

11,003

 

 

8,493

 

 

32,154

 

 

25,607

 

Sales and marketing

 

 

6,801

 

 

5,992

 

 

21,335

 

 

17,742

 

General and administrative

 

 

8,112

 

 

5,988

 

 

22,960

 

 

18,262

 

Restructuring charges

 

 

 —

 

 

 —

 

 

 —

 

 

282

 

Total operating expenses

 

 

25,916

 

 

20,473

 

 

76,449

 

 

61,893

 

Income from operations

 

 

13,835

 

 

3,631

 

 

37,078

 

 

10,758

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

219

 

 

53

 

 

399

 

 

161

 

Interest expense

 

 

(1,337)

 

 

(1,342)

 

 

(3,784)

 

 

(3,727)

 

Other, net

 

 

138

 

 

(55)

 

 

 —

 

 

(352)

 

Total other expense

 

 

(980)

 

 

(1,344)

 

 

(3,385)

 

 

(3,918)

 

Income before income taxes

 

 

12,855

 

 

2,287

 

 

33,693

 

 

6,840

 

Income tax provision (benefit)

 

 

1,014

 

 

136

 

 

(1,586)

 

 

(196)

 

Net income

 

$

11,841

 

$

2,151

 

$

35,279

 

$

7,036

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.38

 

$

0.07

 

$

1.15

 

$

0.24

 

Diluted

 

$

0.35

 

$

0.07

 

$

1.07

 

$

0.23

 

Shares used in computing net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares

 

 

31,274

 

 

29,221

 

 

30,550

 

 

29,118

 

Diluted weighted average common shares

 

 

33,524

 

 

31,037

 

 

33,048

 

 

30,760

 

 

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 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

    

2017

    

2016

    

2017

    

2016

    

Net income

 

$

11,841

 

$

2,151

 

$

35,279

 

$

7,036

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

524

 

 

936

 

 

2,928

 

 

1,529

 

Amortization of actuarial gains and other adjustments from pension plan

 

 

32

 

 

26

 

 

89

 

 

78

 

Total other comprehensive income

 

 

556

 

 

962

 

 

3,017

 

 

1,607

 

Comprehensive income

 

$

12,397

 

$

3,113

 

$

38,296

 

$

8,643

 

 

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)

 

 

 

 

 

 

 

 

 

 

 

    

September 30,

    

December 31,

 

 

 

2017

 

2016

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

113,889

 

$

70,791

 

Accounts receivable, net

 

 

69,835

 

 

50,573

 

Inventories, net

 

 

123,441

 

 

113,853

 

Prepaid expenses and other current assets

 

 

7,466

 

 

5,512

 

Total current assets

 

 

314,631

 

 

240,729

 

Property, plant and equipment, net

 

 

35,704

 

 

30,840

 

Long-term restricted cash

 

 

6,799

 

 

6,864

 

Other assets

 

 

25,971

 

 

23,798

 

Total assets

 

$

383,105

 

$

302,231

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

33,594

 

$

24,996

 

Accrued compensation

 

 

15,829

 

 

5,142

 

Warranty

 

 

4,154

 

 

2,426

 

Income taxes

 

 

285

 

 

240

 

Deferred revenue

 

 

14,447

 

 

10,335

 

Other current liabilities

 

 

5,388

 

 

4,592

 

Total current liabilities

 

 

73,697

 

 

47,731

 

Sale leaseback obligation

 

 

47,704

 

 

47,586

 

Long-term deferred revenue

 

 

1,985

 

 

674

 

Other long-term liabilities

 

 

5,317

 

 

4,785

 

Total liabilities

 

 

128,703

 

 

100,776

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 30,000 shares authorized; none issued or outstanding

 

 

 —

 

 

 —

 

Common stock, $0.001 par value, 75,000 shares authorized; 31,433 shares issued and outstanding at September 30, 2017; 29,518 shares issued and outstanding at December 31, 2016

 

 

31

 

 

30

 

Additional paid-in capital

 

 

550,058

 

 

535,408

 

Accumulated deficit

 

 

(296,425)

 

 

(331,704)

 

Accumulated other comprehensive income (loss)

 

 

738

 

 

(2,279)

 

Total stockholders’ equity

 

 

254,402

 

 

201,455

 

Total liabilities and stockholders’ equity

 

$

383,105

 

$

302,231

 

 

 

See accompanying Notes to these Consolidated Financial Statements

 

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Axcelis Technologies, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

September 30,

 

 

    

2017

    

2016

    

Cash flows from operating activities

 

 

 

 

 

 

 

Net income

 

$

35,279

 

$

7,036

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,752

 

 

3,193

 

Gain on sale of equipment

 

 

 —

 

 

(162)

 

Deferred taxes

 

 

(2,076)

 

 

465

 

Stock-based compensation expense

 

 

4,325

 

 

3,930

 

Provision for doubtful accounts

 

 

 —

 

 

106

 

Provision for excess and obsolete inventory

 

 

1,547

 

 

1,142

 

Changes in operating assets & liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(18,374)

 

 

(7,898)

 

Inventories

 

 

(8,237)

 

 

(7,534)

 

Prepaid expenses and other current assets

 

 

(1,645)

 

 

(58)

 

Accounts payable and other current liabilities

 

 

21,345

 

 

(4,120)

 

Deferred revenue

 

 

5,353

 

 

(704)

 

Income taxes

 

 

34

 

 

85

 

Other assets and liabilities

 

 

(981)

 

 

(8,494)

 

Net cash provided by (used in) operating activities

 

 

40,322

 

 

(13,013)

 

Cash flows from investing activities

 

 

 

 

 

 

 

Proceeds from sale of equipment

 

 

 —

 

 

162

 

Expenditures for property, plant and equipment and capitalized software

 

 

(6,910)

 

 

(2,261)

 

Net cash used in investing activities

 

 

(6,910)

 

 

(2,099)

 

Cash flows from financing activities

 

 

 

 

 

 

 

Net settlement on restricted stock grants

 

 

(1,134)

 

 

(2)

 

Financing fees and other expenses

 

 

 —

 

 

(146)

 

Proceeds from Employee Stock Purchase Plan

 

 

349

 

 

 —

 

Proceeds from exercise of stock options

 

 

11,112

 

 

1,737

 

Net cash provided by financing activities

 

 

10,327

 

 

1,589

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(706)

 

 

186

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

43,033

 

 

(13,337)

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

77,655

 

 

85,825

 

Cash, cash equivalents and restricted cash at end of period

 

$

120,688

 

$

72,488

 

 

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 period 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, 2016 has been derived from the audited 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, 2016.

 

 

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 14 to the consolidated financial statements in the Company’s 2016 Annual Report on Form 10-K.

 

The Company recognized stock-based compensation expense of $1.7 million and $1.9 million for the three month periods ended September 30, 2017 and 2016, respectively. The Company recognized stock-based compensation expense of $4.3 million and $3.9 million for the nine month periods ended September 30, 2017 and 2016, respectively. These amounts include compensation expense related to restricted stock units, non-qualified stock options and stock to be issued to participants under the ESPP.

 

In the three month periods ended September 30, 2017 and 2016, the Company issued 0.3 million and 0.2 million shares of common stock, respectively, related to stock option exercises, shares issued under the ESPP and vesting of restricted stock units. In the three month periods ended September 30, 2017 and 2016, the Company received proceeds of $1.8 million and $1.2 million, respectively, related to stock option exercises and ESPP purchases.

 

In the nine month periods ended September 30, 2017 and 2016, the Company issued 1.9 million and 0.4 million shares of common stock, respectively, related to stock option exercises, shares issued under the ESPP and vesting of restricted stock units. In the nine month periods ended September 30, 2017 and 2016, the Company received proceeds of $11.4 million and $1.7 million, respectively, related to stock option exercises and ESPP purchases.

 

 

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Note 3.  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, restricted stock units and employee stock purchase plan accounts had been issued, calculated using the treasury stock method.

 

The components of net earnings per share are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  September 30,

 

Nine months ended September 30,

 

 

    

2017

    

2016

    

2017

    

2016

    

 

 

(in thousands, except per share data)

 

Net income available to common stockholders

 

$

11,841

 

$

2,151

 

$

35,279

 

$

7,036

 

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

 

 

31,274

 

 

29,221

 

 

30,550

 

 

29,118

 

Incremental options and RSUs

 

 

2,250

 

 

1,816

 

 

2,498

 

 

1,642

 

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

 

 

33,524

 

 

31,037

 

 

33,048

 

 

30,760

 

Net income per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.38

 

$

0.07

 

$

1.15

 

$

0.24

 

Diluted

 

$

0.35

 

$

0.07

 

$

1.07

 

$

0.23

 

 

Diluted weighted average common shares outstanding does not include options and restricted stock units outstanding to purchase four thousand and 0.9 million common equivalent shares for the three month periods ended September 30, 2017 and 2016, respectively, and does not include options and restricted stock units outstanding to purchase 0.2 million and 0.9 million common equivalent shares for the nine month periods ended September 30, 2017 and 2016, respectively, as their effect would have been anti-dilutive.

 

 

 

 

Note 4.  Accumulated Other Comprehensive Income (Loss)

 

The following table presents the changes in accumulated other comprehensive income (loss), net of tax, by component for the nine months ended September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Foreign

    

Defined benefit

    

 

 

 

 

 

currency

 

pension plan

 

Total

 

 

 

(in thousands)

 

Balance at December 31, 2016

 

$

(1,591)

 

$

(688)

 

$

(2,279)

 

Other comprehensive income

 

 

2,928

 

 

89

 

 

3,017

 

Balance at September 30, 2017

 

$

1,337

 

$

(599)

 

$

738

 

 

 

 

Note 5. 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 same such amounts shown in the statement of cash flows.

 

 

 

 

 

 

 

 

 

September 30,

 

 

2017

 

 

2016

 

 

(dollars in thousands)

 

Cash and cash equivalents

$

113,889

 

$

65,623

 

Long-term restricted cash

 

6,799

 

 

6,865

 

Total cash, cash equivalents and long-term restricted cash

$

120,688

 

$

72,488

 

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The restricted cash balance of $6.8 million as of September 30, 2017 includes a $5.9 million letter of credit associated with a security deposit for the lease of our corporate headquarters in Beverly, Massachusetts, a $0.8 million letter of credit relating to workers’ compensation insurance and a $0.1 million deposit relating to customs activity. The restricted cash balance of $6.9 million as of September 30, 2016 includes the $5.9 million letter of credit security deposit, a $0.9 million letter of credit relating to workers’ compensation insurance and a $0.1 million deposit relating to customs activity. 

 

Note 6.  Inventories, net

 

The components of inventories are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

    

2017

    

2016

    

 

 

(in thousands)

 

Raw materials

 

$

86,342

 

$

82,263

 

Work in process

 

 

28,098

 

 

14,117

 

Finished goods (completed systems)

 

 

9,001

 

 

17,473

 

     Inventories, net

 

$

123,441

 

$

113,853

 

 

When recorded, inventory reserves are intended to 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. As of September 30, 2017 and December 31, 2016, inventories are stated net of inventory reserves of $8.4 million and $8.8 million, respectively.

 

Note 7.  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:

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

September 30,

 

 

    

2017

    

2016

    

 

 

(in thousands)

 

Balance at January 1 (beginning of year)

 

$

2,666

 

$

3,555

 

Warranties issued during the period

 

 

3,898

 

 

2,286

 

Settlements made during the period

 

 

(1,614)

 

 

(3,570)

 

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

 

 

(562)

 

 

551

 

Balance at September 30 (end of period)

 

$

4,388

 

$

2,822

 

 

 

 

 

 

 

 

 

Amount classified as current

 

$

4,154

 

$

2,597

 

Amount classified as long-term

 

 

234

 

 

225

 

Total warranty liability

 

$

4,388

 

$

2,822

 

 

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Note 8.  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.

 

(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 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 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

 

$

95,510

 

$

 —

 

$

 —

 

$

95,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

Fair Value Measurements

 

 

    

Level 1

    

Level 2

    

Level 3

    

Total

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

54,170

 

$

 —

 

$

 —

 

$

54,170

 

 

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(c)  Other Financial Instruments

 

The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents (which are comprised primarily of deposit and investment accounts), accounts receivable, prepaid expenses and other current assets and non-current cash assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities.

 

Note 9.  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 September 30, 2017. 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 is included in long-term restricted cash.

 

Note 10.  Income Taxes

 

During the three months ended September 30, 2017 and 2016, we recorded an income tax provision of $1.0 million and $0.1 million, respectively. During the nine months ended September 30, 2017 and 2016, we recorded an income tax benefit of $1.6 million and $0.2 million, respectively. The change in income tax provision and income tax benefit for the three and nine months ended September 30, 2017 was primarily related to excess tax benefits on the exercise of non-qualified stock options and vesting of restricted stock.

 

At December 31, 2016, the Company had $124.0 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 taxes in future years. The Company continues to maintain a valuation allowance against certain deferred tax assets where it is more likely than not that the deferred tax asset will not be realized because of its extended history of annual losses.

 

During the nine months ended September 30, 2017, the statute of limitations expired with respect to certain tax positions for which the Company had previously recorded a reserve. The related tax reserve of $0.3 million and accrued interest of $0.2 million were reversed.

 

 

Note 11.  Concentration of Risk

 

For the three months ended September 30, 2017, two customers accounted for 25.9% and 15.9% of consolidated revenue, respectively. For the nine months ended September 30, 2017, four customers accounted for 23.6%, 18.0%, 13.4% and 10.5% of consolidated revenue, respectively.

 

For the three months ended September 30, 2016, three customers accounted for 16.0%, 12.0% and 11.7%, of consolidated revenue, respectively. For the nine months ended September 30, 2016, two customers accounted for 12.3% and 10.1% of consolidated revenue, respectively.

 

At September 30, 2017, two customers accounted for 22.9% and 14.7% of consolidated accounts receivable, respectively. At December 31, 2016, four customers accounted for 22.0%, 12.3%, 12.0% and 10.6% of accounts receivable, respectively.

 

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Note 12.  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 13.  Recent Accounting Guidance

 

Accounting Standards or Updates Adopted

 

In July 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-11, “Simplifying the Measurement of Inventory,” which changes the inventory measurement principles for entities using the first-in, first-out (FIFO) or average cost methods. For entities utilizing one of these methods, the inventory measurement principle changes from lower of cost or market to the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the reasonably predictable costs of completion, disposal and transportation. The Company adopted this ASU prospectively in the first quarter of 2017, which did not have a material impact on our financial statements and disclosures.

 

In March 2016, the FASB issued ASU No. 2016-09 “Compensation — Stock Compensation,” which changes the accounting for stock-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amended guidance eliminates the requirement to record excess tax benefits as a reduction in current taxes payable and an increase to additional paid-in capital. The Company adopted this ASU in the first quarter of 2017, in part prospectively and in part retrospectively, as permitted by the ASU.  

 

The Company prospectively adopted the provisions of ASU No. 2016-09 relating to the accounting for excess tax benefits, which resulted in the recognition of approximately $2.0 million of tax benefit for the nine month period ending September 30, 2017. 

 

The Company retrospectively adopted the provisions of ASU 2016-09 related to the presentation of employee taxes. These provide that when an employer withholds shares for taxes on vesting of equity compensation, the value withheld is presented as a financing activity on the statement of cash flows. This resulted in a $1.1 million and a two thousand dollar reduction in net cash provided by financing activities for the nine month periods ended September 30, 2017 and 2016, respectively. Prior to adoption, these amounts were reflected within cash flows from operating activities.

 

The Company has also elected to continue to estimate a forfeiture rate associated with our stock-based awards and related expense.

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 203): Restricted Cash (a consensus of the FASB Emerging Issues Task Force).” This ASU requires the statement of cash flows to explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents are to be included with cash and cash equivalents when reconciling the beginning of period and end of period amounts shown on the statement of cash flows. On January 1, 2017, the Company early adopted this ASU retrospectively, resulting in $6.9 million of restricted cash being included in the beginning balances of cash, cash equivalents and

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restricted cash balances on the statement of cash flows for the periods presented. Please see Note 5 for additional information.

 

Accounting Standards or Updates Not Yet Effective

 

In May 2014, the FASB issued 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 clarifies 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.

 

We are in the process of comparing our current revenue recognition policies to the requirements of Topic 606 for each of our revenue categories. Based on our review to date, we believe that the recognition of the retention payments (the portion of the purchase price on system sales withheld by the customer until installation is complete) will in general occur earlier under the new model than under our current revenue recognition policy.  Our evaluation is not complete, and we have not concluded on the overall impact of adopting Topic 606.  We intend to adopt Topic 606, effective January 1, 2018, using the modified retrospective approach.

 

In February 2016, the FASB issued ASU No. 2016-02 “Leases.” The ASU requires lessees to recognize the rights and obligations created by most leases as assets and liabilities on their balance sheet and continue to recognize expenses on their income statement over the lease term. It will also require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. The guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted for all entities. We are currently evaluating the impact of ASU 2016-02 on the consolidated financial statements and disclosures.

 

In August 2016, the FASB issued ASU No. 2016-15 “Classification of Certain Cash Receipts and Cash Payments.” The ASU is intended to add or clarify guidance on the classification of certain receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periods beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of ASU 2016-15 on the consolidated financial statements and disclosures.

 

In March 2017, the FASB issued ASU No. 2017-07 “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The ASU is intended to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amendment applies to all entities offering a  defined benefit pension plan, other postretirement benefit plans, or other types of benefits accounted for under Topic 715. The amendments in the ASU require an employer to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within the annual period. The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We are currently evaluating the impact of ASU 2017-07 on the consolidated financial statements and disclosures.

 

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Certain statements in "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements that involve risks and uncertainties. Words such as may, will, should, would, anticipates, expects, intends, plans, believes, seeks, estimates and similar expressions identify such forward-looking statements. The forward-looking statements contained herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Factors that might cause such a difference include, among other things, those set forth under "Liquidity and Capital Resources" and under “Risk Factors” in Part II, Item 1A to our annual report on Form 10-K for the year ended December 31, 2016, which discussion is incorporated herein by reference. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements, except as may be required by law.

 

Overview

 

Axcelis 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 and maintenance services to the semiconductor industry.  Consolidation and partnering within the semiconductor manufacturing industry has resulted in a small number of customers representing a substantial portion of our business.  Our ten largest customers accounted for 78.1% of total revenue for the nine months ended September 30, 2017.

 

Our product development and manufacturing activities occur primarily in the United States.  Axcelis’ equipment and service products are highly technical and are sold primarily through a direct sales force in the United States, Europe and Asia.

 

In the third quarter of 2017, we delivered strong financial results by selling more Purion systems, with consistent gross margin performance as in the recent prior quarters. Higher revenues in the quarter were the result of customers’ increasing selection of Purion ion implanters and strong spending by customers serving the memory and mature process technology segments.     

 

Critical Accounting Estimates

 

Management’s discussion and analysis of our financial condition and results of operations included herein and in our Annual Report on Form 10-K for the year ended December 31, 2016 are based upon Axcelis’ consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions. Management’s estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Management has not identified any need to make any material change in, and has not changed, any of our critical accounting estimates and judgments as described in Management’s Discussion and Analysis of Financial Conditions and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2016.

 

 

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Results of Operations

 

The following table sets forth our results of operations as a percentage of total revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

September 30,

 

 

September 30,

 

 

    

2017

    

2016

    

    

2017

    

2016

    

Revenue:

 

 

 

 

 

 

 

 

 

 

Product

 

94.0

%

90.3

%

 

94.1

%

91.3

%

Services

 

6.0

 

9.7

 

 

5.9

 

8.7

 

Total revenue

 

100.0

 

100.0

 

 

100.0

 

100.0

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

Product

 

55.6

 

55.4

 

 

55.3

 

56.3

 

Services

 

6.4

 

7.9

 

 

6.2

 

6.9

 

Total cost of revenue

 

62.0

 

63.3

 

 

61.5

 

63.2

 

Gross profit

 

38.0

 

36.7

 

 

38.5

 

36.8

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Research and development

 

10.5

 

12.9

 

 

10.9

 

13.0

 

Sales and marketing

 

6.5

 

9.1

 

 

7.3

 

9.0

 

General and administrative

 

7.8

 

9.1

 

 

7.8

 

9.2

 

Restructuring charges

 

 —

 

 —

 

 

 —

 

0.1

 

Total operating expenses

 

24.8

 

31.1

 

 

26.0

 

31.3

 

Income from operations

 

13.2

 

5.6

 

 

12.5

 

5.5

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

Interest income

 

0.2

 

0.1

 

 

0.1

 

0.1

 

Interest expense

 

(1.3)

 

(2.0)

 

 

(1.3)

 

(1.9)

 

Other, net

 

0.1

 

(0.1)

 

 

 —

 

(0.2)

 

Total other expense

 

(1.0)

 

(2.0)

 

 

(1.2)

 

(2.0)

 

Income before income taxes

 

12.2

 

3.6

 

 

11.3

 

3.5

 

Income tax provision (benefit)

 

1.0

 

0.2

 

 

(0.5)

 

(0.1)

 

     Net income

 

11.2

%

3.4

%

 

11.8

%

3.6

%

 

Revenue

 

The following table sets forth our revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Period-to-Period

 

Nine months ended

 

Period-to-Period

 

 

 

September 30,

 

Change

 

September 30,

 

Change

 

 

 

2017

 

2016

 

$

 

%  

 

2017

 

2016

 

$

 

%  

 

 

 

(dollars in thousands)

 

Revenue:

    

 

    

    

 

    

    

 

    

    

    

    

 

    

    

 

    

    

 

    

 

    

 

Product

 

$

98,161

 

$

59,302

 

$

38,859

 

65.5

%  

$

276,678

 

$

180,336

 

$

96,342

 

53.4

%

Percentage of revenue

 

 

94.0

%  

 

90.3

%  

 

 

 

 

 

 

94.1

%  

 

91.3

%  

 

 

 

 

 

Services

 

 

6,321

 

 

6,348

 

 

(27)

 

(0.4)

%  

 

17,487

 

 

17,286

 

 

201

 

1.2

%

Percentage of revenue

 

 

6.0

%  

 

9.7

%  

 

 

 

 

 

 

5.9

%  

 

8.7

%  

 

 

 

 

 

Total revenue

 

$

104,482

 

$

65,650

 

$

38,832

 

59.2

%  

$

294,165

 

$

197,622

 

$

96,543

 

48.9

%

 

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Table of Contents

Three months ended September 30, 2017 Compared with Three months ended September 30, 2016

 

Product

 

Product revenue, which includes system sales, sales of spare parts, product upgrades and used systems was $98.2 million, or 94.0% of revenue during the three months ended September 30, 2017, compared with $59.3 million, or 90.3% of revenue for the three months ended September 30, 2016. The $38.9 million increase in product revenue for the three month period ending September 30, 2017, in comparison to the same period in 2016, was primarily driven by an increase in the number of Purion systems sold.

 

A portion of our revenue from system sales is deferred until installation and other services related to future deliverables are performed. The total amount of deferred revenue at September 30, 2017 and December 31, 2016 was $16.4 million and $11.0 million, respectively. The increase in deferred revenue is primarily due to the increase in the number of systems sold in the quarter.

 

Services

 

Services revenue, which includes the labor component of maintenance and service contracts and fees for service hours provided by on-site service personnel, was $6.3 million, or 6.0% of revenue for the three months ended September 30, 2017, compared with $6.3 million, or 9.7% of revenue for the three months ended September 30, 2016. Although services revenue typically increases with the expansion of the installed base of systems, it can fluctuate from period to period based on capacity utilization at customers’ manufacturing facilities, which affects the need for equipment service.

 

Nine months ended September 30, 2017 Compared with Nine months ended September 30, 2016

 

Product

 

Product revenue was $276.7 million, or 94.1% of revenue during the nine months ended September 30, 2017, compared with $180.3 million, or 91.3% of revenue for the nine months ended September 30, 2016. The $96.3 million increase in product revenue for the nine month period ending September 30, 2017, in comparison to the same period in 2016, was primarily driven by an increase in the number of Purion systems sold.

 

Services

 

Services revenue was $17.5 million, or 5.9% of revenue for the nine months ended September 30, 2017, compared with $17.3 million, or 8.7% of revenue for the nine months ended September 30, 2016. Although services revenue typically increases with the expansion of the installed base of systems, it can fluctuate from period to period based on capacity utilization at customers’ manufacturing facilities, which affects the need for equipment service.

 

Revenue Categories used by Management

 

As an alternative to the line item revenue categories discussed above, management also uses revenue categorizations which divide revenue into new systems sales and “aftermarket,” meaning sales of spare parts, product upgrades and used systems, combined with the sale of maintenance labor and service contracts and services hours.

 

Three months ended September 30, 2017 Compared with Three months ended September 30, 2016

 

New Systems

 

Included in total revenue of $104.5 million during the three months ended September 30, 2017 is revenue from sales of new systems of $69.2 million, or 66.2% of total revenue, compared with $30.9 million, or 47.1%, of total revenue for the three months ended September 30, 2016. The increase was due to higher sales of our Purion systems sold in the recent quarter.

 

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Aftermarket

 

Included in total revenue of $104.5 million during the three months ended September 30, 2017 is revenue from our aftermarket business of $35.3 million, compared to $34.8 million for the three months ended September 30, 2016. Aftermarket revenue fluctuates from period to period based on capacity utilization at customers’ manufacturing facilities, which affects the sale of spare parts and demand for equipment service.  Aftermarket revenue can also fluctuate from period to period based on the demand for system upgrades or used tools.

 

Nine months ended September 30, 2017 Compared with Nine months ended September 30, 2016

 

New Systems

 

Included in total revenue of $294.2 million during the nine months ended September 30, 2017 is revenue from sales of new systems of $186.9 million, or 63.6% of total revenue, compared with $101.6 million, or 51.4%, of total revenue for the nine months ended September 30, 2016. The increase was due to higher sales of our Purion systems sold in the nine month period ended September 30, 2017.

 

Aftermarket

 

Included in total revenue of $294.2 million during the nine months ended September 30, 2017 is revenue from our aftermarket business of $107.3 million, compared to $96.0 million for the nine months ended September 30, 2016. The increase was primarily due to a large sale of upgrades to one customer in Asia.  

 

Gross Profit / Gross Margin

 

The following table sets forth our gross profit / gross margin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Period-to-Period

 

Nine months ended

 

Period-to-Period

 

 

 

September 30,

 

Change

 

September 30,

 

Change

 

 

    

2017

    

2016

    

$

 

%  

    

 

2017

    

 

2016

    

$

 

%  

 

 

 

(dollars in thousands)

 

Gross Profit:

    

 

    

    

 

    

    

 

    

    

    

    

 

    

    

 

    

    

 

    

 

    

 

Product

 

$

40,105

 

$

22,942

 

$

17,163

 

74.8

 

$

114,136

 

$

69,074

 

$

45,062

 

65.2

%

Product gross margin

 

 

40.9

 

 

38.7

 

 

 

 

 

 

 

41.3

 

 

38.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

(354)

 

 

1,162

 

 

(1,516)

 

(130.5)

 

 

(609)

 

$

3,577

 

 

(4,186)

 

(117.0)

%

Services gross margin

 

 

(5.6)

 

 

18.3

 

 

 

 

 

 

 

(3.5)

 

 

20.7

 

 

 

 

 

 

Total gross profit

 

$

39,751

 

$

24,104

 

$

15,647

 

64.9

 

$

113,527

 

$

72,651

 

$

40,876

 

56.3

%

Gross margin

 

 

38.0

 

 

36.7

 

 

 

 

 

 

 

38.5

 

 

36.8

 

 

 

 

 

 

 

Three months ended September 30, 2017 Compared with Three months ended September 30, 2016

 

Product

 

Gross margin from product revenue was 40.9% for the three months ended September 30, 2017, compared to 38.7% for the three months ended September 30, 2016. The increase in gross margin of 2.2 percentage points resulted from improved margins on Purion Systems.

 

Services

 

Gross margin from services revenue was (5.6)% for the three months ended September 30, 2017, compared to 18.3% for the three months ended September 30, 2016. The decrease in gross margin in the recent period is primarily attributable to increased costs on service contracts.

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Nine months ended September 30, 2017 Compared with Nine months ended September 30, 2016

 

Product

 

Gross margin from product revenue was 41.3% for the nine months ended September 30, 2017, compared to 38.3% for the nine months ended September 30, 2016. The increase in gross margin of 3.0 percentage points resulted from improved margins on Purion systems.

 

Services

 

Gross margin from services revenue was (3.5)% for the nine months ended September 30, 2017, compared to 20.7% for the nine months ended September 30, 2016. The decrease in gross margin in the recent period is primarily attributable to increased costs on service contracts.

 

Operating Expenses

 

The following table sets forth our operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Period-to-Period

 

Nine months ended

 

Period-to-Period

 

 

 

September 30,

 

Change

 

September 30,

 

Change

 

 

 

2017

 

2016

 

$

 

%  

 

2017

 

2016

 

$

 

%  

 

 

 

(dollars in thousands)

 

Research and development

    

$

11,003

    

$

8,493

    

$

2,510

    

29.6

%

$

32,154

    

$

25,607

    

$

6,547

    

25.6

%

Percentage of revenue

 

 

10.5

%

 

12.9

%

 

 

 

 

 

 

10.9

%

 

13.0

%

 

 

 

 

 

Sales and marketing

 

 

6,801

 

 

5,992

 

 

809

 

13.5

%

 

21,335

 

 

17,742

 

 

3,593

 

20.3

%

Percentage of revenue

 

 

6.5

%

 

9.1

%

 

 

 

 

 

 

7.3

%

 

9.0

%

 

 

 

 

 

General and administrative

 

 

8,112

 

 

5,988

 

 

2,124

 

35.5

%

 

22,960

 

 

18,262

 

 

4,698

 

25.7

%

Percentage of revenue

 

 

7.8

%

 

9.1

%

 

 

 

 

 

 

7.8

%

 

9.2

%

 

 

 

 

 

Restructuring charges

 

 

 —

 

 

 —

 

 

 —

 

 —

%

 

 —

 

 

282

 

 

(282)

 

(100.0)

%

Percentage of revenue

 

 

 —

%

 

 —

%

 

 

 

 

 

 

 —

%

 

0.1

%

 

 

 

 

 

Total operating expenses

 

$

25,916

 

$

20,473

 

$

5,443

 

26.6

%

$

76,449

 

$

61,893

 

$

14,556

 

23.5

%

Percentage of revenue

 

 

24.8

%

 

31.1

%

 

 

 

 

 

 

26.0

%

 

31.3

%

 

 

 

 

 

 

Our operating expenses consist primarily of personnel costs, including salaries, commissions, expected incentive plan payouts, stock-based compensation and related benefits and taxes; project material costs related to the design and development of new products and enhancement of existing products; and professional fees, travel and depreciation expenses.

 

Personnel costs are our largest expense, representing $16.7 million and $47.9 million, or 64.5% and 62.7%, of our total operating expenses for the three and nine month periods ended September 30, 2017, respectively.  Personnel costs were $11.8 million and $35.8 million, or 57.9% and 58.2%, of our total operating expenses for the three and nine month periods ended September 30, 2016. The higher personnel costs for both the three and nine months ended September 30, 2017 are primarily due to increased incentive plan expense.

 

Research and Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

Period-to-Period

 

Nine months ended

 

Period-to-Period

 

 

 

September 30,

 

Change

 

September 30,

 

Change

 

 

 

2017

 

2016

 

 

$

 

%  

 

2017

 

2016

 

$

 

%  

 

 

 

(dollars in thousands)

 

Research and development

    

$

11,003

    

$

8,493

    

$

2,510

 

29.6

 

$

32,154

    

$

25,607

    

6,547

    

25.6

%

Percentage of revenue

 

 

10.5

%

 

12.9

%

 

 

 

 

 

 

10.9

%

 

13.0

%

 

 

 

 

 

Our ability to remain competitive depends largely on continuously developing innovative technology, with new and enhanced features and systems and introducing them at competitive prices on a timely basis. Accordingly, based on our strategic plan, we establish annual R&D budgets to fund programs that we expect will drive competitive advantages.

18


 

Table of Contents

 

Three months ended September 30, 2017 Compared with Three months ended September 30, 2016

 

Research and development expense was $11.0 million during the three months ended September 30, 2017; a $2.5 million, or 29.6%, increase from $8.5 million during the three months ended September 30, 2016. The increase is primarily due to incentive plan expense and to a lesser extent additional headcount to support the development of new Purion products.

 

Nine months ended September 30, 2017 Compared with Nine months ended September 30, 2016

 

Research and development expense was $32.2 million during the nine months ended September 30, 2017; a $6.5 million, or 25.6%, increase from $25.6 million during the nine months ended September 30, 2016. The increase is primarily due to incentive plan expense and to a lesser extent additional headcount to support the development of new Purion products.

 

Sales and Marketing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Period-to-Period

 

Nine months ended

 

Period-to-Period

 

 

 

September 30,

 

Change

 

September 30,

 

Change

 

 

 

2017

 

2016

 

$

 

%  

 

2017

 

2016

 

$

 

%  

 

 

 

(dollars in thousands)

 

Sales and marketing

    

$

6,801

    

$

5,992

    

 $

809

 

13.5

%  

$

21,335

    

$

17,742

    

 $

3,593

    

20.3

%

Percentage of revenue

 

 

6.5

%

 

9.1

%

 

 

 

 

 

 

7.3

%

 

9.0

%

 

 

 

 

 

 

Our sales and marketing expenses result primarily from the sale of our equipment and services through our direct sales force.

 

Three months ended September 30, 2017 Compared with Three months ended September 30, 2016

 

Sales and marketing expense was $6.8 million during the three months ended September 30, 2017; an increase of $0.8 million, or 13.5%, compared with $6.0 million during the three months ended September 30, 2016. The increase is primarily due to incentive plan expense and to a lesser extent, increased headcount.  

 

Nine months ended September 30, 2017 Compared with Nine months ended September 30, 2016

 

Sales and marketing expense was $21.3 million during the nine months ended September 30, 2017; an increase of $3.6 million, or 20.3%, compared with $17.7 million during the nine months ended September 30, 2016. The increase is primarily due to incentive plan expense and to a lesser extent, increased headcount.  

 

General and Administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Period-to-Period

 

Nine months ended

 

Period-to-Period

 

 

 

September 30,

 

Change

 

September 30,

 

Change

 

 

 

2017

 

2016

 

$

 

%  

 

2017

 

2016

 

$

 

%  

 

 

 

(dollars in thousands)

 

General and administrative

    

$

8,112

    

$

5,988

    

 $

2,124

    

35.5

%  

$

22,960

    

$

18,262

    

 

4,698

    

25.7

%

Percentage of revenue

 

 

7.8

%

 

9.1

%

 

 

 

 

 

 

7.8

%

 

9.2

%

 

 

 

 

 

 

Our general and administrative expenses result primarily from the costs associated with our executive, finance, information technology, legal and human resource functions.

 

Three months ended September 30, 2017 Compared with Three months ended September 30, 2016

 

General and administrative expense was $8.1 million during the three months ended September 30, 2017; an increase of $2.1 million, or 35.5%, compared to $6.0 million during the three months ended September 30, 2016. The increase is primarily due to increased incentive plan expense.

19


 

Table of Contents

 

Nine months ended September 30, 2017 Compared with Nine months ended September 30, 2016

 

General and administrative expense was $23.0 million during the nine months ended September 30, 2017; an increase of $4.7 million, or 25.7%, compared to $18.3 million during the nine months ended September 30, 2016. The increase is primarily due to increased incentive plan expense.

 

Restructuring Charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Period-to-period

 

 

Nine months ended

 

Period-to-period

 

 

 

September 30,

 

change

 

 

September 30,

 

change

 

 

 

2017

 

2016

 

$

 

%

 

 

2017

 

2016

 

$

 

%

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

Restructuring charges

 

$

 —

 

$

 —

 

$

 —

 

 —

%

 

$

 —

 

$

282

 

$

(282)

 

(100.0)

%

Percentage of revenue

 

 

 —

%

 

 —

%

 

 

 

 

 

 

 

 —

%

 

0.1

%

 

 

 

 

 

 

In the first quarter of 2016, due to changes in customer service contracts resulting from a consolidation in our customer base, we had severance and other costs related to a reduction in force.

 

Other (Expense) Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Period-to-period

 

 

Nine months ended

 

Period-to-period

 

 

 

September 30,

 

change

 

 

September 30,

 

change

 

 

 

2017

 

2016

 

$

 

%

 

 

2017

 

2016

 

$

 

%

 

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

Other (expense) income

 

$

(980)

 

$

(1,344)

 

$

364

 

27.1

%

 

$

(3,385)

 

$

(3,918)

 

$

533

 

13.6

%

Percentage of revenue

 

 

(1.0)

%

 

(2.0)

%

 

 

 

 

 

 

 

(1.2)

%

 

(2.0)

%

 

 

 

 

 

 

Other (expense) income consists primarily of foreign exchange gains and losses attributable to fluctuations against local currencies of the countries in which we operate, interest expense related to the sale leaseback of our headquarters and interest earned on our invested cash balances. Other expense was $1.0 million for the three months ended September 30, 2017, compared with $1.3 million for the three months ended September 30, 2016. The $0.3 million decrease in other expense for the three month period ended September 30, 2017 compared to the three month period ended September 30, 2016, was primarily due to interest earned on our invested cash as well as fluctuations in currency exchange. During both of the three month periods ended September 30, 2017 and 2016, the Company recorded $1.3 million in deemed interest expense associated with the lease payments for our headquarters in Beverly, which is being accounted for as a financing obligation.

 

The $0.5 million decrease in other expense for the nine month period ended September 30, 2017 compared to the nine month period ended September 30, 2016, was primarily due to interest earned on our invested cash as well as fluctuations in currency exchange.

 

During the three and nine month periods ended September 30, 2017 and 2016, with the exception of operating lease agreements entered into by the Company, we had no significant off-balance-sheet risk such as exchange contracts, option contracts or other foreign hedging arrangements.

 

 

Income Tax Provision (Benefit) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Period-to-period

 

 

Nine months ended

 

Period-to-period

 

 

 

September 30,

 

change

 

 

September 30,

 

change

 

 

 

2017

 

2016

 

$

 

%

 

 

2017

 

2016

 

$

 

%

 

 

 

(dollars in thousands)

 

 

(dollars in thousands)

 

Income tax

 

$

1,014

 

 

$

136

 

$

878

 

645.6

%

 

$

(1,586)

 

 

$

(196)

 

$

(1,390)

 

709.2

%

Percentage of revenue

 

 

1.0

%

 

 

0.2

%

 

 

 

 

 

 

 

(0.5)

%

 

 

(0.1)

%

 

 

 

 

 

20


 

Table of Contents

 

We incur income tax expense relating principally to operating results of foreign entities in Europe and Asia, where we earn taxable income. We have significant net operating loss carryforwards in the United States and certain European tax jurisdictions and, as a result, we do not currently pay significant income taxes in those jurisdictions. Additionally, we do not recognize the tax benefit for such losses in the United States and certain European taxing jurisdictions, and will not do so until we have sufficient income such that these tax benefits can be utilized. The Company will continue to maintain a full valuation allowance for these tax assets until accounting principles require the release of the allowance based on expectations of continuing profitability.

 

During the three months ended September 30, 2017, the Company recorded a tax expense of approximately $0.8 million as a discrete item in relation to excess tax benefits associated with the exercise of nonqualified stock options and vesting of restricted stock. This resulted in a net tax expense of $1.0 million for the three months ended September 30, 2017. The income tax benefit of $1.6 for the nine months ended September 30, 2017 includes a $2.0 million tax benefit related to the excess tax benefit on the exercise of non-qualified stock options and the vesting of restricted stock.

 

During the three months ended March 31, 2017, the statute of limitations expired with respect to certain tax positions for which the Company had previously recorded a reserve. The related tax reserve of $0.3 million and accrued interest of $0.2 million were reversed.

 

During the nine months ended September 30, 2016, the statute of limitations associated with tax positions previously taken by the Company expired. The related tax reserve of $0.6 million and accrued interest of $0.3 million were reversed.  

21


 

Table of Contents

Liquidity and Capital Resources

 

The Company had $113.9 million in unrestricted cash and cash equivalents at September 30, 2017, in addition to $6.8 million in restricted cash, primarily comprised of the $5.9 million security deposit under the lease on our headquarters. Management believes that maintaining a strong cash balance is necessary to provide funding for potential ramps in our business, which can require significant cash investment to meet sudden demand.

 

Our liquidity is affected by many factors. Some of these relate specifically to the operations of our business, for example, the rate of sale of our products, and others relate to the uncertainties of global economies, including the availability of credit and the condition of the overall semiconductor equipment industry. Our established cost structure, other than cost of goods sold, does not vary significantly with changes in volume. We experience fluctuations in operating results and cash flows depending on these factors.

 

During the nine months ended September 30, 2017, the Company generated  $40.3 million of cash in operating activities. This was predominately driven by strong sales resulting in net income of $35.3 million and an increase in accounts payable and other liabilities of $21.3 million, partially offset by increase in accounts receivable of $18.4 million. In comparison, during the nine months ended September 30, 2016, the Company used $13.0 million of cash in operating activities.

 

Investing activities for the nine months ended September 30, 2017 and 2016 resulted in cash outflows of $6.9 million and $2.1 million, respectively, used for capital expenditures.

 

Financing activities for the nine months ended September 30, 2017 and 2016 provided net cash of $10.3 million and $1.6 million, respectively, primarily relating to the proceeds from the exercise of stock options. 

 

We believe that based on our current market, revenue, expense and cash flow forecasts, our existing cash and cash equivalents will be sufficient to satisfy our anticipated cash requirements for the short and long-term. We currently have no credit facility but management believes we would be able to borrow on reasonable terms if needed.

 

Commitments and Contingencies

 

Significant commitments and contingencies at September 30, 2017 are consistent with those discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 17 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 

22


 

Table of Contents

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

 

As of September 30, 2017, there have been no material changes to the quantitative information about market risk disclosed in Item 7A to our annual report on Form 10-K for the year ended December 31, 2016.

 

Item 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, these disclosure controls and procedures are effective.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during the three months ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

23


 

Table of Contents

PART II—OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

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.

 

Item 1A.  Risk Factors.

 

As of September 30, 2017, there have been no material changes to the risk factors described in Item 1A to our annual report on Form 10-K for the year ended December 31, 2016.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.  Defaults Upon Senior Securities.

 

None.

 

Item 4.  Mine Safety Disclosures.

 

Not Applicable.

 

Item 5.  Other Information.

 

On November 2, 2017, the Company filed a Restated Certificate of Incorporation with the Secretary of State of Delaware. The Restated Certificate of Incorporation reflects the elimination of Article THIRD, Section 4.3 authorizing the Company’s Series A Participating Preferred Stock, which was effected the same day, and other conforming changes, including the deletion from Article THIRD, Sections 6.2 and 6.4 of text that was no longer applicable following the declassification of the Company’s Board of Directors.  No shares of Series A Participating Preferred Stock were issued at any time, and the elimination was approved by the Board of Directors on August 10, 2017 pursuant to Section 151(g) of the Delaware General Corporation Law.  No substantive changes were made in the Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this report on Form 10-Q.   This disclosure has been made in lieu of disclosure under Item 5.03 of Form 8-K.

24


 

Table of Contents

 

Item 6.  Exhibits.

 

The following exhibits are filed herewith:

 

 

 

 

Exhibit
No

    

Description

 

 

 

3.1

 

Restated Certificate of Incorporation of the Company filed November 2, 2017. Filed herewith.

 

 

 

3.2

 

Bylaws of the Company, as amended as of May 13, 2014. Incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed with the Commission on May 19, 2014.

 

 

 

31.1

 

Certification of the Principal Executive Officer under Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act), dated November 3, 2017. Filed herewith.

 

 

 

31.2

 

Certification of the Principal Financial Officer under Exchange Act Rule 13a-14(a)/15d-14(a) (Section 302 of the Sarbanes-Oxley Act), dated November 3, 2017. Filed herewith.

 

 

 

32.1

 

Certification of the Principal Executive Officer pursuant to Section 1350 of Chapter 63 of title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act), dated November 3, 2017. Filed herewith.

 

 

 

32.2

 

Certification of the Principal Financial Officer pursuant to Section 1350 of Chapter 63 of title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act), dated November 3, 2017. Filed herewith.

 

 

 

101

 

The following materials from the Company’s Form 10-Q for the quarter ended September 30, 2017, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements (Unaudited). Filed herewith.

 

 

25


 

Table of Contents

SIGNATURES

 

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, thereunto duly authorized.

 

 

 

 

 

AXCELIS TECHNOLOGIES, INC.

DATED: November 3, 2017

By:

/s/ KEVIN J. BREWER

 

 

 

 

 

Kevin J. Brewer

 

 

Executive Vice President and Chief Financial Officer

 

 

Duly Authorized Officer and Principal Financial Officer

 

 

26