Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
On May 7, 2026, Axcelis Technologies, Inc. (the “Company”)
issued a press release regarding its financial results for its quarter ended March 31, 2026. The Company’s press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Exhibit 99.1
| News Release |  |
Axcelis Announces
Financial Results for First Quarter 2026
Q1 2026 Highlights:
| · | Revenue
of $199.0 million |
| · | GAAP
Gross Margin of 40.5%, and Non-GAAP Gross Margin of 40.7% |
| · | GAAP
Operating Margin of 4.0% and Non-GAAP Operating Margin of 11.7% |
| · | GAAP
Diluted Earnings Per Share of $0.30, and Non-GAAP Diluted Earnings Per Share of $0.72 |
BEVERLY, Mass., May 7, 2026—Axcelis
Technologies, Inc. (Nasdaq: ACLS) today announced financial results for the first quarter ended March 31, 2026.
President and CEO Russell Low
commented, “We executed well in the first quarter, delivering results slightly above expectations, reflecting the strength of
our CS&I business and meaningful acceleration in Memory. Demand in DRAM and HBM was again a clear highlight, with strong
sequential growth building on our momentum exiting 2025. CS&I remains an area of focus for Axcelis and is becoming an
increasingly important strategic driver of our business across cycles, particularly as our installed base expands.”
Low added, “We continue
to anticipate 2026 revenue will be relatively flat compared to 2025, as growth in Memory is offset by a
continued digestion of capacity in our Power and General Mature markets. That said, we are encouraged by
our bookings activity in the first quarter and the robust customer engagement we are having across a wide array of
opportunities, which positions Axcelis for increased momentum exiting 2026 and into 2027. We look forward to
completing our merger with Veeco, which we expect to close in the second half of 2026.”
Senior Vice President and Interim CFO
David Ryzhik stated, “We ended the first quarter with a strong balance sheet, including approximately $570 million of
cash, and continued to generate attractive free cash flow, providing ample flexibility to fund our growth objectives and maintain a value-creative capital
allocation strategy. As we look to the balance of the year, we are well positioned to execute, supported by firming order trends, an
anticipated increase in revenue in the second half, and continued investments in innovation to capture attractive opportunities
ahead.”
| News Release |  |
Results
Summary
(In
thousands, except per share amounts and percentages)
| | |
Three months
ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | 198,956 | | |
$ | 192,563 | |
| Gross margin | |
| 40.5 | % | |
| 46.1 | % |
| Operating margin | |
| 4.0 | % | |
| 15.1 | % |
| Net income | |
$ | 9,214 | | |
$ | 28,579 | |
| Diluted earnings per share | |
$ | 0.30 | | |
$ | 0.88 | |
| Non-GAAP Results | |
| | | |
| | |
| Non-GAAP gross margin | |
| 40.7 | % | |
| 46.4 | % |
| Non-GAAP operating margin | |
| 11.7 | % | |
| 18.5 | % |
| Adjusted EBITDA | |
$ | 27,748 | | |
$ | 40,001 | |
| Non-GAAP net income | |
$ | 22,425 | | |
$ | 34,197 | |
| Non-GAAP diluted earnings per share | |
$ | 0.72 | | |
$ | 1.06 | |
Business Outlook
For the second quarter ending June 30,
2026, Axcelis expects revenues of approximately $205 million, GAAP earnings per diluted share of approximately $0.57, and non-GAAP earnings
per share of approximately $0.90.
Please refer to Second Quarter 2026
Outlook under the “Notes on our Non-GAAP Financial Information” section of this document for detail relating to the computation
of non-GAAP earnings per diluted share as well as the Safe Harbor Statement section of this document.
First Quarter 2026 Conference Call
The Company will host a call to discuss
the results for the first quarter 2026 today at 5:00 p.m. ET. The call will be available via webcast that can be accessed through
the Investors page of Axcelis' website at www.axcelis.com, or by registering as a participant here:
https://register-conf.media-server.com/register/BIabf144ee757c4fccaceea99cf3cea2c9
Webcast replays will be available for
30 days following the call.
Use of Non-GAAP Financial Results
This press release includes financial
measures that are not presented in accordance with U.S. generally accepted accounting principles (“non-GAAP financial measures”).
These non-GAAP financial measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating
margin, non-GAAP income tax provision, Adjusted EBITDA, non-GAAP net income, and non-GAAP diluted earnings per share, and reflect adjustments
for the impact of share-based compensation expense, certain items related to restructuring and severance charges and any associated adjustments
and transaction and integration costs associated with the merger agreement with Veeco Instruments announced on October 1, 2025.
| News Release |  |
Reconciliations of these non-GAAP financial
measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial
tables included in this release. For further information regarding these non-GAAP financial measures, please refer to the tables presenting
reconciliations of our non-GAAP results to our GAAP results and the “Notes on Our Non-GAAP Financial Information” at the
end of this press release.
Safe Harbor Statement
This press release contains, and the
conference call will contain, forward-looking statements under the Private Securities Litigation Reform Act safe harbor provisions. These
statements, which include our expectations for spending in our industry and guidance for future financial performance, are based on management’s
current expectations and should be viewed with caution. They are subject to various risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements, many of which are outside the control of the Company, including that
customer decisions to place orders or our product shipments may not occur when we expect, that orders may not be converted to revenue
in any particular quarter, or at all, whether demand will continue for the semiconductor equipment we produce or, if not, whether we
can successfully meet changing market requirements, and whether we will be able to maintain continuity of business relationships with
and purchases by major customers. Increased competitive pressure on sales and pricing, increases in material and other production costs
that cannot be recouped in product pricing and instability caused by changing global economic, political or financial conditions, including
with respect to the imposition of tariffs on our products or components of our products, could also cause actual results to differ materially
from those in our forward-looking statements. These risks and other risk factors relating to Axcelis are described more fully in the
most recent Form 10-K filed by Axcelis and in other documents filed from time to time with the Securities and Exchange Commission.
About Axcelis
Axcelis (Nasdaq: ACLS), headquartered
in Beverly, Mass., has been providing innovative, high-productivity solutions for the semiconductor industry for over 45 years. Axcelis
is dedicated to developing enabling process applications through the design, manufacture and complete life cycle support of ion implantation
systems, one of the most critical and enabling steps in the IC manufacturing process. Learn more about Axcelis at www.axcelis.com.
| News Release |  |
CONTACTS:
Investor Relations Contact:
David Ryzhik
Senior Vice President and Interim CFO
Telephone: (978) 787-2352
Email: David.Ryzhik@axcelis.com
Press/Media Relations Contact:
Maureen Hart
Senior Director, Corporate &
Marketing Communications
Telephone: (978) 787-4266
Email: Maureen.Hart@axcelis.com
| News Release |  |
Axcelis Technologies, Inc.
Consolidated
Statements of Operations
(In thousands,
except per share amounts)
(Unaudited)
| | |
Three months
ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenue: | |
| | | |
| | |
| Product | |
$ | 188,008 | | |
$ | 182,824 | |
| Services | |
| 10,948 | | |
| 9,739 | |
| Total revenue | |
| 198,956 | | |
| 192,563 | |
| Cost of revenue: | |
| | | |
| | |
| Product | |
| 105,735 | | |
| 94,500 | |
| Services | |
| 12,640 | | |
| 9,295 | |
| Total cost of revenue | |
| 118,375 | | |
| 103,795 | |
| Gross profit | |
| 80,581 | | |
| 88,768 | |
| Operating expenses: | |
| | | |
| | |
| Research and development | |
| 28,516 | | |
| 27,128 | |
| Sales and marketing | |
| 17,354 | | |
| 15,124 | |
| General and administrative | |
| 26,761 | | |
| 17,357 | |
| Total operating
expenses | |
| 72,631 | | |
| 59,609 | |
| Income from operations | |
| 7,950 | | |
| 29,159 | |
| Other income (expense): | |
| | | |
| | |
| Interest income | |
| 4,462 | | |
| 5,601 | |
| Interest expense | |
| (1,292 | ) | |
| (1,367 | ) |
| Other, net | |
| (495 | ) | |
| (309 | ) |
| Total other income | |
| 2,675 | | |
| 3,925 | |
| Income before income taxes | |
| 10,625 | | |
| 33,084 | |
| Income tax provision | |
| 1,411 | | |
| 4,505 | |
| Net income | |
$ | 9,214 | | |
$ | 28,579 | |
| Net income per share: | |
| | | |
| | |
| Basic | |
$ | 0.30 | | |
$ | 0.89 | |
| Diluted | |
$ | 0.30 | | |
$ | 0.88 | |
| Shares used in computing net income per share: | |
| | | |
| | |
| Basic weighted average shares
of common stock | |
| 30,723 | | |
| 32,258 | |
| Diluted weighted average shares
of common stock | |
| 30,980 | | |
| 32,335 | |
| News Release |  |
Axcelis Technologies, Inc.
Consolidated
Balance Sheets
(In thousands,
except per share amounts)
(Unaudited)
| | |
March 31, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 150,829 | | |
$ | 145,451 | |
| Short-term investments | |
| 215,771 | | |
| 228,802 | |
| Accounts receivable, net | |
| 161,814 | | |
| 168,479 | |
| Inventories, net | |
| 326,052 | | |
| 329,010 | |
| Prepaid income taxes | |
| 4,609 | | |
| 4,658 | |
| Prepaid expenses
and other current assets | |
| 76,607 | | |
| 66,802 | |
| Total current assets | |
| 935,682 | | |
| 943,202 | |
| Property, plant and equipment, net | |
| 57,729 | | |
| 56,146 | |
| Operating lease assets | |
| 27,943 | | |
| 28,927 | |
| Finance lease assets, net | |
| 13,835 | | |
| 14,154 | |
| Long-term restricted cash | |
| 10,628 | | |
| 10,627 | |
| Deferred income taxes | |
| 80,514 | | |
| 79,895 | |
| Long-term investments | |
| 203,339 | | |
| 182,396 | |
| Other assets | |
| 44,874 | | |
| 46,004 | |
| Total assets | |
$ | 1,374,544 | | |
$ | 1,361,351 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 51,558 | | |
$ | 42,309 | |
| Accrued compensation | |
| 16,663 | | |
| 34,233 | |
| Warranty | |
| 9,314 | | |
| 9,516 | |
| Income taxes | |
| 14,026 | | |
| 11,383 | |
| Deferred revenue | |
| 68,352 | | |
| 65,494 | |
| Current portion of finance lease obligation | |
| 1,648 | | |
| 1,575 | |
| Other current
liabilities | |
| 42,353 | | |
| 33,150 | |
| Total current liabilities | |
| 203,914 | | |
| 197,660 | |
| Long-term finance lease obligation | |
| 40,310 | | |
| 40,754 | |
| Long-term deferred revenue | |
| 41,214 | | |
| 43,445 | |
| Other long-term liabilities | |
| 44,463 | | |
| 44,815 | |
| Total liabilities | |
| 329,901 | | |
| 326,674 | |
| | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock, $0.001 par value, 75,000
shares authorized; 30,733 shares issued and outstanding at March 31, 2026; 30,717 shares issued and outstanding at December 31,
2025 | |
| 31 | | |
| 31 | |
| Additional paid-in capital | |
| 537,185 | | |
| 533,309 | |
| Retained earnings | |
| 512,753 | | |
| 503,539 | |
| Accumulated other
comprehensive loss | |
| (5,326 | ) | |
| (2,202 | ) |
| Total stockholders’
equity | |
| 1,044,643 | | |
| 1,034,677 | |
| Total liabilities
and stockholders’ equity | |
$ | 1,374,544 | | |
$ | 1,361,351 | |
| News Release |  |
Axcelis
Technologies, Inc.
Condensed
Consolidated Statements of Cash Flows
(In
thousands)
(Unaudited)
| |
|
Three
months ended March 31, |
|
| |
|
2026 |
|
|
2025 |
|
| Cash flows from operating activities |
|
|
|
|
|
|
|
|
| Net income |
|
$ |
9,214 |
|
|
$ |
28,579 |
|
| Adjustments to reconcile net income
to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
4,436 |
|
|
|
4,309 |
|
| Stock-based compensation expense |
|
|
4,899 |
|
|
|
4,903 |
|
| Other |
|
|
3,805 |
|
|
|
(1,682 |
) |
| Change in operating
assets and liabilities, net |
|
|
(4,215 |
) |
|
|
3,686 |
|
| Net cash provided by operating activities |
|
|
18,139 |
|
|
|
39,795 |
|
| |
|
|
|
|
|
|
|
|
| Cash flows from investing activities |
|
|
|
|
|
|
|
|
| Expenditures for property, plant and
equipment and capitalized software |
|
|
(1,839 |
) |
|
|
(4,960 |
) |
| Other changes
in investing activities, net |
|
|
(8,800 |
) |
|
|
45,429 |
|
| Net cash (used in) provided by investing
activities |
|
|
(10,639 |
) |
|
|
40,469 |
|
| |
|
|
|
|
|
|
|
|
| Cash flows from financing activities |
|
|
|
|
|
|
|
|
| Repurchase of common stock |
|
|
— |
|
|
|
(18,178 |
) |
| Other changes from financing activities,
net |
|
|
(1,397 |
) |
|
|
(1,932 |
) |
| Net cash used in financing activities |
|
|
(1,397 |
) |
|
|
(20,110 |
) |
| |
|
|
|
|
|
|
|
|
| Effect of exchange rate changes on cash
and cash equivalents |
|
|
(724 |
) |
|
|
292 |
|
| Net increase in cash, cash equivalents and restricted cash |
|
|
5,379 |
|
|
|
60,446 |
|
| |
|
|
|
|
|
|
|
|
| Cash, cash equivalents and restricted
cash at beginning of period |
|
|
156,078 |
|
|
|
131,064 |
|
| Cash, cash equivalents and restricted
cash at end of period |
|
$ |
161,457 |
|
|
$ |
191,510 |
|
| News Release |  |
Notes
on Our Non-GAAP Financial Information
Management
uses non-GAAP gross profit, gross margin, operating income, operating margin, income tax provision, net income, diluted earnings per
share, and Adjusted EBITDA to evaluate the Company’s operating and financial performance and for planning purposes. Axcelis believes
these measures enhance an overall understanding of its performance and investors’ ability to review the Company’s business
from the same perspective as the Company’s management.
There are limitations
in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different
from non-GAAP financial measures used by other companies, and may exclude certain items that may have a material impact upon our reported
financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for
the directly comparable financial measures prepared in accordance with GAAP.
Totals presented
may not sum and percentages may not recalculate using figures presented due to rounding.
| News Release |  |
Axcelis
Technologies, Inc.
Schedule Reconciling
Selected Non-GAAP Financial Measures
(In thousands,
except per share amounts and percentages)
| | |
Three months
ended March 31, | |
| | |
2026 | | |
2025 | |
| GAAP gross profit | |
$ | 80,581 | | |
$ | 88,768 | |
| Restructuring1 | |
| — | | |
| 226 | |
| Stock-based compensation | |
| 442 | | |
| 353 | |
| Non-GAAP gross profit | |
$ | 81,023 | | |
$ | 89,347 | |
| Non-GAAP gross margin | |
| 40.7 | % | |
| 46.4 | % |
| | |
| | | |
| | |
| Operating expenses | |
$ | 72,631 | | |
$ | 59,609 | |
| Transaction
and integration3,4 | |
| (10,398 | ) | |
| (481 | ) |
| Bad debt expense | |
| (65 | ) | |
| — | |
| Restructuring1 | |
| — | | |
| (923 | ) |
| Stock-based compensation | |
| (4,457 | ) | |
| (4,550 | ) |
| Non-GAAP operating expenses | |
$ | 57,711 | | |
$ | 53,655 | |
| | |
| | | |
| | |
| GAAP operating income | |
$ | 7,950 | | |
$ | 29,159 | |
| Transaction
and integration3,4 | |
| 10,398 | | |
| 481 | |
| Bad debt expense | |
| 65 | | |
| — | |
| Restructuring1 | |
| — | | |
| 1,149 | |
| Stock-based compensation | |
| 4,899 | | |
| 4,903 | |
| Non-GAAP operating income | |
$ | 23,312 | | |
$ | 35,692 | |
| Non-GAAP operating margin | |
| 11.7 | % | |
| 18.5 | % |
| | |
| | | |
| | |
| GAAP income tax provision | |
$ | 1,411 | | |
$ | 4,505 | |
| Income
tax effect of non-GAAP adjustments2 | |
| 2,151 | | |
| 915 | |
| Non-GAAP income tax provision | |
$ | 3,562 | | |
$ | 5,420 | |
| | |
| | | |
| | |
| GAAP net income | |
$ | 9,214 | | |
$ | 28,579 | |
| Transaction
and integration3,4 | |
| 10,398 | | |
| 481 | |
| Bad debt expense | |
| 65 | | |
| — | |
| Restructuring1 | |
| — | | |
| 1,149 | |
| Stock-based compensation | |
| 4,899 | | |
| 4,903 | |
| Income
tax effect of non-GAAP adjustments2 | |
| (2,151 | ) | |
| (915 | ) |
| Non-GAAP net income | |
$ | 22,425 | | |
$ | 34,197 | |
| | |
| | | |
| | |
| GAAP diluted EPS | |
$ | 0.30 | | |
$ | 0.88 | |
| Transaction
and integration3,4 | |
| 0.34 | | |
| 0.01 | |
| Bad debt expense | |
| — | | |
| — | |
| Restructuring1 | |
| — | | |
| 0.04 | |
| Stock-based compensation | |
| 0.16 | | |
| 0.15 | |
| Income
tax effect of non-GAAP adjustments2 | |
| (0.07 | ) | |
| (0.03 | ) |
| Non-GAAP diluted EPS | |
$ | 0.72 | | |
$ | 1.06 | |
Note
1: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.
Note
2: Impact of taxes from non-GAAP adjustments, uses adjusted tax rate of 14%.
Note
3: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments.
Note
4: First quarter 2025 transaction and integration costs includes $481,000 of expenses that were not reflected as a GAAP to Non-GAAP
reconciliation line item when the Company reported first quarter 2025 results, given that this occurred prior to the transaction
announcement on October 1, 2025.
| News Release |  |
Axcelis
Technologies, Inc.
Reconciliation
of Net Income to Adjusted EBITDA
(In
thousands, except percentages)
| | |
Three months
ended March 31, | |
| | |
2026 | | |
2025 | |
| Net income | |
$ | 9,214 | | |
$ | 28,579 | |
| Other (income)/expense | |
| (2,675 | ) | |
| (3,925 | ) |
| Income tax provision | |
| 1,411 | | |
| 4,505 | |
| Depreciation & amortization | |
| 4,436 | | |
| 4,309 | |
| Subtotal | |
| 12,386 | | |
| 33,468 | |
| Transaction and integration2,3 | |
| 10,398 | | |
| 481 | |
| Bad debt expense | |
| 65 | | |
| — | |
| Restructuring1 | |
| — | | |
| 1,149 | |
| Stock-based compensation | |
| 4,899 | | |
| 4,903 | |
| Adjusted EBITDA | |
$ | 27,748 | | |
$ | 40,001 | |
| Adjusted EBITDA margin | |
| 13.9 | % | |
| 20.8 | % |
Note
1: Restructuring and other costs primarily related to early retirement programs and severance costs, due to global cost-saving initiatives.
Note
2: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments.
Note
3: First quarter 2025 transaction and integration costs include $481,000 of expenses that were not reflected as a GAAP to
Non-GAAP reconciliation line item when the Company reported first quarter 2025 results, given that this occurred prior to the
transaction announcement on October 1, 2025.
Axcelis Technologies, Inc.
Second
Quarter Outlook
GAAP
to Non-GAAP Diluted Earnings Per Share
| | |
Three
months ended
June 30, 2026 | |
| GAAP diluted EPS | |
$ | 0.57 | |
| Transaction
and integration1 | |
| 0.18 | |
| Stock-based compensation | |
| 0.21 | |
| Income
tax effect of non-GAAP adjustments2 | |
| (0.06 | ) |
| Non-GAAP diluted EPS | |
$ | 0.90 | |
Note
1: Transaction and integration costs include expenses associated with the merger agreement with Veeco Instruments.
Note
2: Impact of taxes from non-GAAP adjustments, uses adjusted tax rate of 14%.
Figures
may not sum due to rounding.