What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 109 added, 95 removed, 968 unchanged (17% of the section changed)

1 unchanged sentence

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 annual 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.

38 unchanged sentences

Other Information.

During the quarter ended December 31, 2023 , no director or officer adopted or terminated any contract, instrument or written plan for the purchase or sale of Axcelis securities intended to satisfy the affirmative defense conditions of Rule 10 b 5 -1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K..

Disclosure regarding Foreign Jurisdictions that Prevent Inspections.

35 unchanged sentences

Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021.

The exhibits filed as part of this Form 10-K are listed on the Exhibit Index immediately preceding the signature page, which Exhibit Index is incorporated herein by reference.

The exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index immediately preceding the signature page, which Exhibit Index is incorporated herein by reference.

All other schedules for which provision is made in the applicable regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

28 unchanged sentences

The Company’s revenue contracts for systems have multiple performance obligations, including the systems themselves and obligations that are not delivered simultaneously with the systems.

Systems revenue accounted for $692.1 million of the Company’s total revenue of $920.0 million in 2022.

Auditing the Company’s determination of the distinct performance obligations related to its systems revenue contracts involved extensive audit effort to identify all of the promised products and services in an arrangement and assess distinct performance obligations.

These determinations have a significant

effect on the pattern of revenue recognition.

Systems revenue accounted for $883.6 million of the Company’s total revenue of $1.1 billion in 2023.

Auditing management’s recognition of revenue was challenging because of the higher extent of audit effort and because the amounts are material to the consolidated financial statements and related disclosures.

During our risk assessment process, we identified a higher inherent risk related to revenue

primarily due to the size of the account, as well as the focus on revenue from readers of the financial statements.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s systems revenue recognition process.

For example, we tested management’s controls over the identification of distinct performance obligations in systems revenue contracts.

To test systems revenue recognition, our procedures included, among others, independently identifying promises and determining the interdependence of the performance obligations.

For example, we selected and read a sample of arrangements to evaluate the completeness of the promised products and services.

We also confirmed directly with certain of the Company’s customers the terms of the selected system revenue arrangement.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s systems revenue recognition process, including controls designed to mitigate the risk of override of controls.

This included testing controls over management’s review of manual journal entries and revenue related account reconciliations.

To test systems revenue recognition, we reconciled revenue recognized to the Company’s general ledger to test completeness and performed substantive test of details over significant transactions deemed to be key items and a representative sample of the remaining transactions.

For example, we selected and read a sample of arrangements to evaluate the completeness of the promised products and services and the related revenue recognized.

We also confirmed directly with certain of the Company’s customers the terms of the selected system revenue arrangements.

Estimate of Excess Inventory

11 unchanged sentences

We also tested management’s controls over the completeness and accuracy of the data used in the estimation model.

Our substantive audit procedures included evaluating the significant assumptions stated above and testing the accuracy and completeness of the underlying data used by management to compute the value of excess inventory.

Our substantive audit procedures included, among others, evaluating the significant assumptions stated above and testing the accuracy and completeness of the underlying data used by management to compute the value of excess inventory.

For example, we compared the quantities of on-hand inventories to historical and forecasted materials usage and evaluated adjustments to forecasts for specific product considerations, such as technological changes or alternative uses.

17 unchanged sentences

Income from operations

Other (expense) income:

Other income (expense):

Interest income

Interest expense

Total other expense

Total other income (expense)

Income before income taxes

2 unchanged sentences

Shares used in computing net income per share:

Basic weighted average common shares

Diluted weighted average common shares

Basic weighted average shares of common stock

Diluted weighted average shares of common stock

See accompanying Notes to these Consolidated Financial Statements

3 unchanged sentences

Twelve months ended

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments

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

Total other comprehensive (loss) income

Total other comprehensive income (loss)

Comprehensive income

33 unchanged sentences

Additional paid-in capital

Retained earnings (accumulated deficit)

Accumulated other comprehensive (loss) income

Retained earnings

Accumulated other comprehensive loss

Total stockholders’ equity

11 unchanged sentences

Exercise of stock options

Issuance of shares under Employee Stock Purchase Plan

Issuance of stock under Employee Stock Purchase Plan

Issuance of restricted common shares

5 unchanged sentences

Exercise of stock options

Issuance of shares under Employee Stock Purchase Plan

Issuance of stock under Employee Stock Purchase Plan

Issuance of restricted common shares

5 unchanged sentences

Exercise of stock options

Issuance of shares under Employee Stock Purchase Plan

Issuance of stock under Employee Stock Purchase Plan

Issuance of restricted common shares

10 unchanged sentences

Depreciation and amortization

Gain on sale of equipment

Deferred income taxes

Stock-based compensation expense

Provision for doubtful accounts

Provision for excess and obsolete inventory

Accretion of discounts and premiums on marketable securities

Currency loss on foreign denominated transactions

7 unchanged sentences

Cash flows from investing activities

Proceeds from sale of equipment

Expenditures for property, plant and equipment and capitalized software

Purchase of short-term investments

Maturities of short-term investments

Net cash used in investing activities

7 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents

Net increase in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash at beginning of period

17 unchanged sentences

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods.

On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, the realizable value of accounts receivable and inventories, valuing stock-based compensation instruments and reserves relating to tax assets and liabilities.

On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, the realizable value of accounts receivable and inventories, warranty reserves, valuing stock-based compensation instruments and reserves relating to tax assets and liabilities.

Actual amounts could differ from these estimates.

5 unchanged sentences

Foreign currency transaction gains and losses are included in other income (expense) in the Consolidated Statements of Operations.

For the years ended December 31, 2022 and 2021, we had foreign exchange losses of $ 6.6 million and $ 2.5 million, respectively.

For the year ended December 31, 2020 we had $ 1.4 million in foreign exchange gain.

For the years ended December 31, 2023, 2022, and 2021, we had foreign exchange losses of $ 0.5 million, $ 6.6 million, and $ 2.5 million, respectively.

(d) Cash, Cash Equivalents and Short-term Investments

3 unchanged sentences

Cash equivalents are carried on the balance sheet at fair market value.

Short-term investments are h ighly liquid investments with original maturities of greater than 90 days but less than one year from date of purchase and are carried on the balance sheet at fair market value.

Our short-term investments consist primarily of U.S.

46 unchanged sentences

Our customers consist of semiconductor chip manufacturers located throughout the world and net sales to our ten largest customers accounted for 51.7 %, 59.4 % and 69.5 % of revenue in 2023, 2022 and 2021, respectively.

For the year ended December 31, 2022 we had two customers representing 13.1 % and 11.5 % of total revenue, respectively.

For the year ended December 31, 2023, we had no customers representing 10 % or greater of total revenue.

For the year ended December 31, 2022, we had two customers representing 13.1 % and 11.5 % of total revenue, respectively.

For the year ended December 31, 2021, we had two customers representing 17.8 % and 15.4 % of total revenue, respectively.

As of December 31, 2022, we had two customers account for 19.4 % and 11.5 % of consolidated accounts receivable, respectively.

As of December 31, 2023, we had one customer account for 12.2 % of consolidated accounts receivable.

As of December 31, 2022, we had two customers account for 19.4 % and 11.5 % of consolidated accounts receivable, respectively.

11 unchanged sentences

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby

the transfer of the good or service is separately identifiable from other promises in the contract.

To the extent a contract includes multiple promised goods and services, we must apply judgment to determine whether promised goods and services are capable of being distinct and distinct in the context of the contract.

To the extent a contract includes multiple promised goods and services, we must apply judgment to determine whether promised goods and services

are capable of being distinct and distinct in the context of the contract.

If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.

23 unchanged sentences

For those contracts that contain multiple performance obligations (primarily systems sales, as well as some aftermarket contracts requiring both time and material inputs), we must determine the SSP.

We use a cost plus margin

approach in determining the SSP for any materials related performance obligations (such as upgrades, spare parts, systems).

To determine the SSP for labor related performance obligations (such as the labor component of installation), we use directly observable inputs based on the standalone sale prices for these services.

We use a cost plus margin approach in determining the SSP for any materials related performance obligations (such as upgrades, spare parts, systems).

To determine the SSP for labor related performance obligations (such as the labor component of installation), we use

directly observable inputs based on the standalone sale prices for these services.

5) Recognize revenue when or as we have satisfied a performance obligation

21 unchanged sentences

We recognize an asset related to incremental costs incurred by us to obtain a contract with a customer if we expect to recover those costs.

We will recognize an asset from costs incurred to fulfill a contract only if such costs relate directly to a contract with an entity that we can specifically identify, the costs incurred will generate or enhance resources that will be used in satisfying performance obligations in the future, and the costs are expected to be recovered.

used in satisfying performance obligations in the future, and the costs are expected to be recovered.

Any assets recognized related to costs to obtain or fulfill a contract are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates.

21 unchanged sentences

Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position.

Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a

change to the effective tax rate.

Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate.

We recognize accrued interest related to unrecognized tax benefits as interest expense and penalties within operating expense in the consolidated statements of operations.

7 unchanged sentences

Net income available to common stockholders

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

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

Incremental options and RSUs

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

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

Net income per share

Diluted weighted average common shares outstanding does not include restricted stock units outstanding to purchase 6,025 , 4,929 and 2,554 common equivalent shares for the periods ended December 31, 2023, 2022 and 2021, respectively, as their effect would have been anti-dilutive.

(o) Accumulated Other Comprehensive Income (Loss)

(o) Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss, net of tax, by component, for the year ended December 31, 2023:

2 unchanged sentences

Balance at December 31, 2022

Other comprehensive loss and pension reclassification

Other comprehensive income and pension reclassification

Balance at December 31, 2023

(p) Recent Accounting Guidance

In November 2023 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 is intended to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC Topic 280, Segment Reporting ("ASC 280").

ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations.

ASU 2023-07 is intended to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

A public entity should apply ASU 2023-07 retrospectively to all prior periods presented in the consolidated financial statements.

The Company is currently evaluating the impact of ASU 2023-07 on its future consolidated financial statements and related disclosures.

In December 2023 the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09") .

ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

Early adoption is permitted.

A public entity should apply ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of ASU 2023-09 on its future consolidated financial statements and related disclosures .

We design, manufacture and service ion implantation and other processing equipment used in the fabrication of semiconductor chips and sell our products to leading semiconductor chip manufacturers worldwide.

1 unchanged sentence

In addition, we provide extensive aftermarket lifecycle products and services, including used tools, spare parts, equipment upgrades, maintenance service and customer training.

Our revenue recognition policies are set forth in Section (i) of Note 2, Summary of

Significant Accounting Policies.

Our revenue recognition policies are set forth in Section (i) of Note 2, Summary of Significant Accounting Policies.

(a) Alternative Operational Revenue Categories used by Management

36 unchanged sentences

Total cash, cash equivalents and restricted cash

As of December 31, 2022, we had $ 0.8 million in restricted cash which relates to a $ 0.7 million letter of credit relating to workers’ compensation insurance and a $ 0.1 million deposit relating to customs activity.

As of December 31, 2023, we had $ 6.7 million in restricted cash which relates to a $ 5.9 million cash collateral relating to our lease for our headquarters in Beverly, Massachusetts, a $ 0.7 million letter of credit relating to workers’ compensation insurance and a $ 0.1 million deposit relating to customs activity.

Accounts Receivable and Allowance for Credit Losses

32 unchanged sentences

Purchasing and usage alternatives are also explored to mitigate inventory exposure.

In 2022, we recorded an increase of $ 0.2 million in inventory reserves.

In 2023, we recorded a decrease of $ 1.5 million in inventory reserves.

At December 31, 2023 and 2022, inventories are stated net of inventory reserves of $ 5.2 million and $ 6.7 million, respectively.

28 unchanged sentences

For those lease agreements that do not indicate the applicable discount rate, we use our incremental borrowing rate.

The value of the right-of-use asset is initially determined based on the net present value of the associated liability, and is adjusted for deferred costs and possible impairments, if any.

The value of the right-of-use asset is initially determined based on the net present value of the associated

liability, and is adjusted for deferred costs and possible impairments, if any.

We have made the following policy elections:

1 unchanged sentence

(ii) we recognize lease expense for operating leases on a straight-line basis over the lease term;

and (iii) we account for lease

components and non-lease components that are fixed payments as one component.

and (iii) we account for lease components and non-lease components that are fixed payments as one component.

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 .

17 unchanged sentences

Total lease liabilities

*Finance lease assets are recorded net of accumulated depreciation of $ 45.9 million and includes $ 0.6 million of prepaid financing costs as of December 31, 2022.

Finance lease assets are recorded net of accumulated depreciation of $ 48.6 million and includes $ 0.7 million of prepaid financing costs as of December 31, 2021.

*Finance lease assets are recorded net of accumulated depreciation of $ 46.4 million and include $ 0.6 million of prepaid financing costs as of December 31, 2023.

Finance lease assets are recorded net of accumulated depreciation of $ 45.9 million and include $ 0.6 million of prepaid financing costs as of December 31, 2022.

All of our office locations support selling and servicing functions.

16 unchanged sentences

Depreciation of leased assets

Cost of revenue, R&D, Sales and marketing and G&A

Cost of revenue, Research and development, Sales and marketing and General and administrative

Interest on lease liabilities

2 unchanged sentences

Total lease cost

* Product / services, sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 1.8 million, $ 1.9 million and $ 1.2 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively.

* Product / services, sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 2.1 million, $ 1.8 million and $ 1.9 million for the years ended December 31, 2023, 2022 2021, respectively.

Our corporate headquarters, shown below under finance leases, has an original lease term of 22 years .

9 unchanged sentences

The table above does not include options to renew lease terms that are not reasonably certain of being exercised, nor leases signed but not yet commenced as of December 31, 2023.

As of December 31, 2022, total estimated future minimum lease payments for leases signed but not yet commenced, which consists only of the lease of property in Beverly, Massachusetts, on which a state-of-the-art logistics and flex manufacturing center with 98,000 square feet is being built to our specifications and has an expected commencement date in 2023, is estimated to be $ 32.5 million.

Lease term and discount rate

32 unchanged sentences

Amount classified as current

Amount classified as long-term

Amount classified as long-term (within other long-term liabilities)

Total warranty liability

4 unchanged sentences

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

We posted a collateralized 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 currently issued under the credit facility described in the next paragraph.

On July 31, 2020, we entered into a Senior Secured Credit Facilities Credit Agreement (the “Credit Agreement”) with Silicon Valley Bank, in its capacity as administrative agent and collateral agent for itself and as a lender, and such other banks and financial institutions or entities that from time to time join as lenders under the Credit Agreement.

The Credit Agreement provides for a revolving credit facility in an aggregate principal amount not to exceed $ 40.0 million.

Our obligations under the Credit Agreement are secured by a security interest, senior to any current and future debts and to any security interest, in all of our rights, title, and interest in, to and under substantially all of our assets, subject to limited exceptions, including permitted liens.

The revolving credit facility terminates on July 31, 2023.

As of December 31, 2022, 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) establish 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.

As of December 31, 2023, we had a security deposit of $ 5.9 million related to this lease.

On April 5, 2023, we terminated the Senior Secured Credit Facilities Credit Agreement, as amended (the “Credit Agreement”), with Silicon Valley Bank that we entered into on July 31, 2020.

The Credit Agreement provided for a revolving credit facility covering borrowings and letters of credit in an aggregate principal amount not to exceed $ 40.0 million.

Our obligations under the Credit Agreement were secured by a security interest, senior to any current and future debts and to any security interest, in all of our rights, title, and interest in, to and under substantially all of our assets, subject to limited exceptions, including permitted liens.

Upon termination, these liens and all other obligations under the credit agreement, were released.

A letter of credit issued by Silicon Valley Bank, a division of First Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A.) as successor to Silicon Valley Bank in the amount of $ 5.9 million securing our lease on our corporate headquarters was terminated on December 28, 2023.

The underlying cash collateral held at Silicon Valley Bank was released on December 28, 2023, in conjunction with the letter of credit termination.

A replacement, cash collateralized letter of credit was issued on December 14, 2023 with UBS Bank USA and is classified as long-term restricted cash on our balance sheet at December 31, 2023.

Employee Benefit Plans

22 unchanged sentences

The term of stock options granted under the Plan is specified in the award agreements.

Unless a lesser term is otherwise specified by the Compensation Committee of the Company’s Board of Directors, awards under the 2012 Equity Plan will expire seven years from the date of grant.

Unless a lesser term is otherwise specified by the Compensation Committee of the Company’s Board of Directors, option awards under the 2012 Equity Plan will expire seven years from the date of grant.

Under the terms of the Plan, the exercise price of a stock option may not be less than the fair market value of a share of the Company’s common stock on the date of grant.

12 unchanged sentences

As of December 31, 2023, there were 0.8 million shares available for grant under the 2012 Equity Plan.

As of December 31, 2022, there were five thousand options outstanding and 0.7 million unvested restricted stock units outstanding under the 2012 Stock Plan.

As of December 31, 2023, there were three thousand options outstanding and 0.5 million unvested restricted stock units outstanding under the 2012 Stock Plan.

(b) Employee Stock Purchase Plan

The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) provides effectively all of our employees the opportunity to purchase common stock of the Company at less than market prices.

The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) provides our employees an opportunity to purchase common stock of the Company at less than market prices.

Purchases are made through payroll deductions of up to 10 % of the employee’s salary as elected by the participant, subject to certain caps set forth in the 2020 ESPP.

1 unchanged sentence

The 2020 ESPP is considered compensatory and as such, compensation expense has been recognized based on the benefit of the discounted stock price, amortized to compensation expense over each offering period of six months .

Compensation expense relating to the 2020 ESPP was approximately $ 0.3 million and $ 0.2 million for the years ended December 31, 2022 and 2021, respectively.

Compensation expense under the 2020 ESPP and our prior employee stock purchase plan (the “2000 ESPP”) was approximately $ 0.2 million for the year ended December 31, 2020.

Compensation expense relating to the 2020 ESPP was approximately $ 0.4 million, $ 0.3 million, and $ 0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, there were approximately 0.9 million shares reserved for issuance and available for purchase under the 2020 ESPP, with 9,965 shares purchased on that date to be issued pending settlement.

Less than 0.1 million shares were purchased under the 2020 ESPP for each of the years ended December 31, 2023, 2022 and 2021.

The 2000 ESPP expired in June 2020.

Less than 0.1 million shares were purchased under the 2020 ESPP and 2000 ESPP for the year ended December 31, 2020.

26 unchanged sentences

The total intrinsic value, which is defined as the difference between the market price at exercise and the price paid by the employee to exercise the options, for options exercised during the years ended December 31, 2023, 2022 and 2021 was $ 0.2 million, $ 5.4 million and $ 12.8 million, respectively.

No stock options vested during the year ended December 31, 2022.

The total fair value of stock options vested during the years ended December 31, 2021 and 2020 was $ 0 million and $ 0.1 million respectively.

For both the years ended December 31, 2023 and 2022, 750 stock options vested, respectively.

No stock options vested for the year ended December 31, 2021.

As of December 31, 2023, there was less than $ 0.1 million of unrecognized compensation cost related to non-vested stock options granted under the 2012 Equity Incentive Plan.

16 unchanged sentences

Vesting activity above reflects shares vested before net share settlement.

As of December 31, 2022, there was

$ 21.0 million of total forfeiture-adjusted unrecognized compensation cost related to non-vested restricted stock units granted under the 2012 Equity Incentive Plan.

As of December 31, 2023, there was $ 31.7 million of total forfeiture-adjusted unrecognized compensation cost related to non-vested restricted stock units

granted under the 2012 Equity Incentive Plan.

That cost is expected to be recognized over a weighted-average period of 2.7 years.

29 unchanged sentences

(in thousands)

Cash equivalents:

Money market funds, U.S.

Cash equivalents and other short-term investments:

Cash equivalents (money market funds, U.S.

Government Securities and Agency Investments)

Short-term investments (U.S.

Government Securities and Agency Investments)

57 unchanged sentences

Discrete items, net

Previously unrecognized tax benefit

GILTI inclusion

5 unchanged sentences

Deferred tax assets:

Federal net operating loss carryforwards

State net operating loss carryforwards

19 unchanged sentences

At December 31, 2023, we had $ 53.4 million of net deferred tax assets worldwide relating to capitalized R&D costs and other temporary differences, which are available to reduce income taxes in future years.

The decrease in our deferred tax assets from the prior year was primarily due to the utilization of our net operating losses, resulting in a decrease in deferred tax assets of $ 24.5 million, partially offset by a $ 18.1 million increase relating to capitalized R&D costs.

The increase in our deferred tax assets from the prior year was primarily due to a $ 20.0 million increase relating to capitalized R&D costs.

At December 31, 2023, we maintained a $ 11.0 million valuation allowance in the U.S.

10 unchanged sentences

Historically, businesses had the option of deducting R&D expenses in the year incurred or capitalizing and amortizing the costs over five years.

The new TCJA provision eliminates this option and requires R&D expenses associated with research conducted in the U.S.

The TCJA provision eliminates this option and requires R&D expenses associated with research conducted in the U.S.

to be capitalized and amortized over a five-year period.

63 unchanged sentences

Filed herewith.

Employment Agreement between the Company and Russell J.

Low dated May 11, 2023.

Incorporated by reference to Exhibit 10.1 of the Company’s report on Form 8-K filed with the Commission on May 12, 2023 .

2023 Amended and Restated Employment Agreement between the Company and Mary G.

Puma dated May 24, 2022.

Incorporated by reference to Exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended June 30, 2022 filed with the Commission on August 4, 2022 .

Form of Amended and Restated Executive Separation Pay Agreement between the Company and Kevin J.

Brewer, Russell Low, Lynnette C.

Fallon, Greg Redinbo and Douglas Lawson dated May 15, 2019.

Puma dated February 24, 2023.

Incorporated by reference to Exhibit 10.1 of the Company’s report on Form 8-K filed with the Commission on April 18, 2023 .

Form of Executive Separation Pay Agreement between the Company and each of its executive officers, including Lynnette C.

Fallon, Greg Redinbo, Douglas Lawson, Gerald M.

Blumenstock, Christopher Tatnall and James G.

Coogan, having dates from May 15, 2019 to September 29, 2023.

Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter ended June 30, 2019 filed with the Commission on August 7, 2019 .

1 unchanged sentence

Incorporated by reference to Exhibit 10.24 of the Company’s Form 10-K for the year ended December 31, 2014 filed with the Commission on March 11, 2015.

Senior Secured Credit Facilities Credit Agreement dated as of July 31, 2020, among the Company, as the Borrower, the several lenders from time to time party thereto, and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender, and as Lead Arranger.

Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 6, 2020 .

Guarantee and Collateral Agreement dated as of July 31, 2020 made by the Company and the other grantors referred to therein in favor of Silicon Valley Bank, as Administrative Agent.

Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 6, 2020.

Executive Compensation Clawback Policy, as adopted by the Board of Directors on November 13, 2014.

Executive Compensation Clawback Policy, as adopted by the Board of Directors on August 10, 2023.

Filed herewith .

1 unchanged sentence

Incorporated by reference to Exhibit 14.1 of the Company’s report on Form 10-K filed with the Commission on March 28, 2003.

2023 Insider Trading Policy, as adopted by the Board of Directors on August 10, 2023.

Filed herewith .

Subsidiaries of the Company.

16 unchanged sentences

AXCELIS TECHNOLOGIES, INC.

/s/ Russell Low

President and Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

/s/ Russell J.

Director and Principal Executive Officer

3 unchanged sentences

February 23, 2024

/s/ Richard J.

February 23, 2024

13 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-K

Item 9A. Controls and Procedures