What changed in this filing

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Item 1. Financial Statements

2021-11-05 compared with 2021-08-06 · 104 added, 67 removed, 388 unchanged (31% of the section changed)

4 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Total revenue

17 unchanged sentences

Diluted weighted average common shares

See accompanying Notes to these Consolidated Financial Statements

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

Axcelis Technologies, Inc.

2 unchanged sentences

Three months ended

Six months ended

Other comprehensive income (loss):

Nine months ended

September 30,

Other comprehensive (loss) income:

Foreign currency translation adjustments

Amortization of actuarial loss and other adjustments from pension plan, net of tax

Total other comprehensive income (loss)

Total other comprehensive (loss) income

Comprehensive income

See accompanying Notes to these Consolidated Financial Statements

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

Axcelis Technologies, Inc.

1 unchanged sentence

(In thousands, except per share amounts)

September 30,

Current assets:

24 unchanged sentences

Common stock, $ 0.001 par value, 75,000 shares authorized;

33,657 shares issued and outstanding at June 30, 2021;

33,406 shares issued and outstanding at September 30, 2021;

33,633 shares issued and outstanding at December 31, 2020

4 unchanged sentences

Total liabilities and stockholders’ equity

See accompanying Notes to these Consolidated Financial Statements

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

Axcelis Technologies, Inc.

9 unchanged sentences

Issuance of shares under Employee Stock Purchase Plan

Issuance of restricted common shares,

net of shares withheld

Issuance of common shares on restricted stock units, net of shares withheld

Stock-based compensation expense

5 unchanged sentences

Issuance of shares under Employee Stock Purchase Plan

Issuance of restricted common shares,

net of shares withheld

Issuance of common shares on restricted stock units, net of shares withheld

Stock-based compensation expense

Balance at June 30, 2020

Foreign currency translation adjustments

Change in pension obligation

Exercise of stock options

Issuance of common shares on restricted stock units, net of shares withheld

Stock-based compensation expense

Balance at September 30, 2020

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

Axcelis Technologies, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

Comprehensive

5 unchanged sentences

Exercise of stock options

Issuance of restricted common shares,

net of shares withheld

Issuance of common shares on restricted stock units, net of shares withheld

Stock-based compensation expense

5 unchanged sentences

Issuance of shares under Employee Stock Purchase Plan

Issuance of restricted common shares,

net of shares withheld

Issuance of common shares on restricted stock units, net of shares withheld

Stock-based compensation expense

1 unchanged sentence

Balance at June 30, 2021

See accompanying Notes to these Consolidated Financial Statements

Foreign currency translation adjustments

Change in pension obligation

Exercise of stock options

Issuance of common shares on restricted stock units, net of shares withheld

Stock-based compensation expense

Repurchase of common stock

Balance at September 30, 2021

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

Axcelis Technologies, Inc.

1 unchanged sentence

(In thousands)

Six months ended

Nine months ended

September 30,

Cash flows from operating activities

25 unchanged sentences

Cash, cash equivalents and restricted cash at end of period

See accompanying Notes to these Consolidated Financial Statements

See accompanying Notes to these Consolidated Financial Statements (Unaudited)

Axcelis Technologies, Inc.

14 unchanged sentences

2012 Equity Incentive Plan, as amended (the “2012 Equity Plan”), which became effective on May 2, 2012, and permits the issuance of options, restricted stock, restricted stock units (“RSUs”) and performance awards to selected employees, directors and consultants of the Company.

Our 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 options granted under the 2000 Stock Plan, which have a 10-year term, remain outstanding and subject to the terms of the 2000 Stock Plan.

We also maintain the Axcelis Technologies, Inc.

2 unchanged sentences

The 2012 Equity Plan is more fully described in Note 13 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020.

We recognized stock-based compensation expense of $ 3.4 million and $ 3.1 million for the three-month periods ended June 30, 2021 and 2020, respectively.

We recognized stock-based compensation expense of $ 5.8 million and $ 4.8 million for the six-month periods ended June 30, 2021 and 2020, respectively.

These amounts include compensation expense related to RSUs, non-qualified stock options and stock to be issued to participants under the 2020 ESPP and 2000 ESPP.

In the three-month periods ended June 30, 2021 and 2020, we issued 0.3 million and 0.6 million shares of common stock, respectively, upon stock option exercises, purchases under the employee stock purchase plans and vesting of RSUs.

In the three-month periods ended June 30, 2021 and 2020, we received proceeds of $ 1.1 million and $ 3.3 million, respectively, in connection with the exercise of stock options and purchases under the employee stock purchase plans.

In the six-month periods ended June 30, 2021 and 2020, we issued 0.7 million and 1.2 million shares of common stock, respectively, upon stock option exercises, purchases under the employee stock purchase plans and vesting of RSUs.

In the six-month periods ended June 30, 2021 and 2020, we received proceeds of $ 3.6 million and $ 7.8 million, respectively, in connection with the exercise of stock options and purchases under the employee stock purchase plans.

We recognized stock-based compensation expense of $ 3.2 million and $ 2.9 million for the three-month periods ended September 30, 2021 and 2020, respectively.

We recognized stock-based compensation expense of $ 9.0 million and $ 7.7 million for the nine-month periods ended September 30, 2021 and 2020, respectively.

These amounts include compensation expense related to RSUs, non-qualified stock options and stock issued to participants under the 2020 ESPP and 2000 ESPP.

In both the three-month periods ended September 30, 2021 and 2020, we issued forty thousand and 0.1 million shares of common stock, respectively, upon stock option exercises and vesting of RSUs.

In the three-month periods ended September 30, 2021 and 2020, we received proceeds of $ 0.3 million and $ 0.5 million, respectively, in connection with the exercise of stock options.

In the nine-month periods ended September 30, 2021 and 2020, we issued 0.7 million and 1.3 million shares of common stock, respectively, upon stock option exercises, purchases under the employee stock purchase plans and vesting of RSUs.

In the nine-month periods ended September 30, 2021 and 2020, we received proceeds of $ 3.9 million and $ 8.2 million, respectively, in connection with the exercise of stock options and purchases under the employee stock purchase plans.

We have operating leases for office space, warehouse space, computer and office equipment and vehicles used in our business operations.

10 unchanged sentences

Some of our operating leases include one or more options to renew, with renewal terms that can extend the respective lease term 1 to 3 years .

The exercise of lease renewal options are at our sole discretion.

The exercise of lease renewal options is at our sole discretion.

For lease extensions that are reasonably certain to occur, we have included these renewal periods in our calculation of the net present value of the lease obligation and related right-of-use asset.

3 unchanged sentences

The amounts of operating and finance lease right-of-use assets and related lease obligations recorded within our consolidated balance sheets are as follows:

September 30,

Classification

10 unchanged sentences

Total lease liabilities

* Finance lease assets are recorded net of accumulated depreciation of $ 48.9 million and include $ 0.7 million of prepaid financing costs as of June 30, 2021.

* Finance lease assets are recorded net of accumulated depreciation of $ 49.2 million and include $ 0.7 million of prepaid financing costs as of September 30, 2021.

Finance lease assets are recorded net of accumulated depreciation of $ 48.4 million and include $ 0.7 million of prepaid financing costs as of December 31, 2020.

All of our operating lease office locations support selling and servicing functions.

Operating lease expense, and depreciation and interest expense relating to our finance lease obligation, are recognized within our consolidated statement of operations for the three and six months ended June 30, 2021 and 2020 as follows:

Operating lease expense, and depreciation and interest expense relating to our finance lease obligation, are recognized within our consolidated statement of operations for the three and nine months ended September 30, 2021 and 2020 as follows:

Three months ended

Six months ended

Nine months ended

September 30,

Classification

16 unchanged sentences

Total lease cost

* Sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 0.4 million and $ 0.9 million for the three and six months ended June 30, 2021, respectively, and includes short-term and variable lease costs of approximately $ 0.3 million and $ 0.5 million for the three and six months ended June 30, 2020, respectively.

* Sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 0.6 million and $ 1.4 million for the three and nine months ended September 30, 2021, respectively, and includes short-term and variable lease costs of approximately $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2020, respectively.

The lease of our corporate headquarters, shown below under finance leases, had an original lease term of 22 years , beginning in January 2015.

All other locations are treated as operating leases, with lease terms ranging from 1 to 10 years .

The tables below reflect the minimum cash outflow regarding our current lease obligations as well as the weighted-average remaining lease term and weighted-average discount rates used in our calculation of our lease obligations and right-of-use assets as of June 30, 2021:

Maturity of Lease Liabilities

5 unchanged sentences

operating lease interest calculated using estimated corporate borrowing rate.

September 30,

Lease term and discount rate

8 unchanged sentences

Our cash flows from our finance lease include both an interest component and payment of principal component.

The table below shows our cash outflows, by lease type and related section of our statement of cash flows, as well as the non-cash amount capitalized on our balance sheet in relation to our operating lease right-of-use assets for the six months ending June 30, 2021 and 2020, respectively:

Six months ended

The table below shows our cash outflows, by lease type and related section of our statement of cash flows, as well as the non-cash amount capitalized on our balance sheet in relation to our operating lease right-of-use assets for the nine months ending September 30, 2021 and 2020, respectively:

Nine months ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities

9 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

(in thousands)

4 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

(in thousands)

3 unchanged sentences

Contract liabilities are as follows:

September 30,

(in thousands)

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

(in thousands)

17 unchanged sentences

Changes to the allowances for credit losses are maintained through adjustments to the provision for credit losses, which are charged to current period earnings.

The following table shows changes of the allowances for credit losses related to trade receivables for the three and six months ended June 30, 2021 and 2020, respectively:

The following table shows changes of the allowances for credit losses related to trade receivables for the three and nine months ended September 30, 2021 and 2020, respectively:

Three months ended

Six months ended

Nine months ended

September 30,

(in thousands)

7 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

(in thousands, except per share amounts)

4 unchanged sentences

Net income per share

Diluted weighted average common shares outstanding does not include 1,800 and 3,138 common equivalent shares issuable with respect to outstanding equity awards for the three-month periods ended June 30, 2021 and 2020, respectively, or 1,352 and 5,006 common equivalent shares issuable with respect to outstanding equity awards for the six-month periods ending June 30, 2021 and 2020, respectively, as their effect would have been anti-dilutive.

Diluted weighted average common shares outstanding does not include 347 and 848 common equivalent shares issuable with respect to outstanding equity awards for the three-month periods ended September 30, 2021 and 2020, respectively, or 413 and 8,226 common equivalent shares issuable with respect to outstanding equity awards for the nine-month periods ending September 30, 2021 and 2020, respectively, as their effect would have been anti-dilutive.

Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income, net of tax, by component, for the six months ended June 30, 2021:

The following table presents the changes in accumulated other comprehensive income, net of tax, by component, for the nine months ended September 30, 2021:

Defined benefit

2 unchanged sentences

Other comprehensive loss and pension reclassification

Balance at June 30, 2021

Balance at September 30, 2021

Cash, cash equivalents and restricted cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the statement of cash flows:

September 30,

(in thousands)

2 unchanged sentences

Total cash, cash equivalents and restricted cash

As of June 30, 2021, we had $ 0.8 million in restricted cash representing the total of (i) cash collateral for a $ 0.7 million letter of credit relating to workers’ compensation insurance and (ii) a $ 0.1 million deposit relating to customs activity.

As of September 30, 2021, we had $ 0.8 million in restricted cash representing the total of (i) cash collateral for a $ 0.7 million letter of credit relating to workers’ compensation insurance and (ii) a $ 0.1 million deposit relating to customs activity.

Inventories, net

The components of inventories are as follows:

September 30,

(in thousands)

15 unchanged sentences

The changes in our standard product warranty liability are as follows:

Six months ended

Nine months ended

September 30,

(in thousands)

3 unchanged sentences

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

Balance at June 30 (end of period)

Balance at September 30 (end of period)

Amount classified as current

17 unchanged sentences

The following table sets forth our assets by level within the fair value hierarchy:

June 30, 2021

September 30, 2021

Fair Value Measurements

14 unchanged sentences

As part of the sale, we also entered into a 22-year lease agreement of our headquarters facility.

This sale-leaseback is accounted for as a financing lease under generally accepted accounting principles and, as such, we have recorded a financing obligation of $ 47.8 million as of June 30, 2021.

This sale-leaseback is accounted for as a financing lease under generally accepted accounting principles and, as such, we have recorded a financing obligation of $ 47.6 million as of September 30, 2021.

The associated lease payments include both an interest component and payment of principal, with the remaining liability being extinguished at the end of the original lease term.

5 unchanged sentences

The revolving credit facility terminates on July 31, 2023.

As of June 30, 2021, we were in compliance with all covenant requirements of the Credit Agreement.

As of September 30, 2021, we were in compliance with all covenant requirements of the Credit Agreement.

As of such date, no borrowings had been made under the Credit Agreement, although a letter of credit for $ 5.9 million reduces the funds available for borrowing under the credit line.

We entered into a First Amendment to the Credit Agreement with Silicon Valley Bank in March 2021 to (i) align the covenants with our 2021 stock repurchase program, and (ii) established terms to transition from a Eurodollar based interest rate option to an interest rate benchmark using a secured overnight financing rate (known as “SOFR”) published by the Federal Reserve Bank of New York.

Income tax expense was $ 3.8 million for the three months ended June 30, 2021, compared to $ 2.3 million for the three months ended June 30, 2020.

The $ 1.5 million increase was primarily due to a $ 7.2 million increase in pretax income.

Income tax expense was $ 5.6 million during the six months ended June 30, 2021, compared with $ 3.3 million for the six months ended June 30, 2020.

Income tax expense was $ 6.7 million for the three months ended September 30, 2021, compared to $ 2.8 million for the three months ended September 30, 2020.

The $ 3.9 million increase was primarily due to a $ 20.6 million increase in pretax income.

The effective tax rate for the three and six months ended June 30, 2021 and 2020, respectively, was less than the U.S.

Income tax expense was $ 12.3 million during the nine months ended September 30, 2021, compared with $ 6.1 million for the nine months ended September 30, 2020.

The $ 6.2 million increase was primarily due to a $ 33.7 million

increase in pretax income.

The effective tax rate for the three and nine months ended September 30, 2021 and 2020, respectively, was less than the U.S.

statutory rate of 21 % due to favorable discrete items related to equity compensation in those periods and Federal research and development tax credits that reduce the annual tax rate.

We had $ 51.4 million and $ 57.9 million of net deferred tax assets worldwide relating to net operating loss carryforwards, tax credit carryforwards and other temporary differences, as of June 30, 2021 and December 31, 2020, respectively.

These deferred tax assets are available to reduce income taxes in future years.

We have a $ 9.1 million valuation allowance in the U.S.

against certain tax credits and state net operating losses due to the uncertainty of their realization based on long-term Company forecasts and the expiration dates on these tax assets.

If future operating results of the Company within the U.S.

or these foreign jurisdictions are significantly less than our expectations, it is reasonably possible that we would be required to record an additional valuation allowance on our deferred tax assets in the future.

The Deferred income taxes of $ 44.2 million and $ 57.9 million as of September 30, 2021 and December 31, 2020, respectively, reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards.

We have recorded a $ 10.2 million valuation allowance in the U.S.

against certain tax credits and state net operating losses due to the uncertainty of their realization.

Realization of our net deferred tax assets is dependent on future taxable income.

We believe it is more likely than not that such assets will be realized;

however, ultimate realization could be impacted by market conditions and other variables not known or anticipated at this time.

Concentration of Risk

For the three months ended June 30, 2021, two customers accounted for 19.7 % and 10.2 % of total revenue, respectively.

For the three months ended June 30, 2020, three customers accounted for 22.5 %, 22.2 % and 11.6 % of total revenue, respectively.

For the six months ended June 30, 2021, one customer accounted for 24.4 % of total revenue.

For the six months ended June 30, 2020 , three customers accounted for 19.7 %, 18.5 % and 16.2 % of total revenue, respectively.

At June 30, 2021, two customers accounted for 11.7 % and 10.0 % of accounts receivable, respectively.

For the three months ended September 30, 2021, one customer accounted for 26.7 % of total revenue.

For the three months ended September 30, 2020, three customers accounted for 16.8 %, 11.2 % and 10.3 % of total revenue, respectively.

For the nine months ended September 30, 2021, two customers accounted for 18.5 % and 14.1 % of total revenue, respectively.

For the nine months ended September 30, 2020, three customers accounted for 18.8 %, 15.2 % and 12.1 % of total revenue, respectively.

At September 30, 2021, one customer accounted for 32.2 % of accounts receivable.

At December 31, 2020, two customers accounted for 23.8 % and 11.9 % of accounts receivable, respectively.

1 unchanged sentence

In December 2020, our Board of Directors approved stock repurchases of up to $ 100 million of our common stock through the end of 2021.

During the six months ended June 30, 2021, we purchased 0.6 million shares at an average cost of $ 39.92 per share.

During the nine months ended September 30, 2021, we purchased 0.9 million shares at an average cost of $ 40.90 per share.

The timing and actual number of shares repurchased under this program will depend on various factors including price, corporate and regulatory requirements, alternative investment opportunities and other market conditions.

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements