AXCELIS TECHNOLOGIES INC (ACLS)

CIK: 0001113232. SIC: 3559 Special Industry Machinery, NEC. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Manufacturing > Industrial And Commercial Machinery And Computer Equipment > SIC 3559 Special Industry Machinery, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1113232. Latest filing source: 0001104659-26-020461.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001113232.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001113232.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-057725.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

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 “Risk Factors” and others discussed elsewhere in this Quarterly Report on Form 10-Q. 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

​

We are primarily a producer of ion implantation equipment used in the fabrication of semiconductor chips in the United States, Europe, and Asia. In addition, we provide extensive worldwide aftermarket service and support, including spare parts, equipment upgrades and maintenance services to the semiconductor industry. Our product development and manufacturing activities currently occur primarily in the United States and South Korea. Our equipment and service products are highly technical and are sold through a direct sales force in the United States, Europe, and Asia. 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 72.9% of total revenue for the three months ended March 31, 2026.

​

Sales of our systems in the first three months of 2026 were down compared to the same period in the prior year, as customers have moderated the pace of investments into mature process node technologies. During the three months ended March 31, 2026, the overall mature process segment represented 68% of our shipped systems revenue, with the remainder represented by 32% of shipments to dynamic random-access memory (“DRAM”) applications. Of the mature process segment, power device shipments comprised 35% of total systems revenue with the general mature segment representing 33%, which includes image sensor applications.

​

On September 30, 2025, the Company, Victory Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Veeco Instruments Inc., a Delaware corporation (“Veeco”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub shall be merged with and into Veeco (the “Merger”), with Veeco surviving as a wholly-owned subsidiary of the Company. For further information regarding the Merger, see Note 19 to the consolidated financial statements included in this report. On February 6, 2026, Axcelis held a special meeting of stockholders at which the Company Stock Issuance was approved. The completion of the Merger remains subject to other customary closing conditions, including the final pending regulatory approval from the State Administration for Market Regulation of the People’s Republic of China. Axcelis and Veeco continue to expect that the Merger will be completed in the second half of 2026.

​

Critical Accounting Estimates

​

Management’s discussion and analysis of our financial condition and results of operations included herein and in our 2025 Form 10-K are based upon our 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, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing 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.

​

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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 Condition and Results of Operations” included in our 2025 Form 10-K.

​

Results of Operations

​

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

​

​

​

​

​

​

​

​

​

​

Three months ended

​

​

​

​

March 31,

​

​

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

  ​ ​ ​

Revenue:

​

​

​

​

​

​

Product

​

94.5

%

94.9

%

​

Services

5.5

5.1

Total revenue

100.0

100.0

Cost of revenue:

​

​

​

​

​

​

Product

53.1

49.1

Services

6.4

4.8

Total cost of revenue

59.5

53.9

Gross profit

40.5

46.1

Operating expenses:

​

​

​

​

​

​

Research and development

14.3

14.1

Sales and marketing

8.7

7.9

General and administrative

13.5

9.0

Total operating expenses

36.5

31.0

Income from operations

4.0

15.1

Other income (expense):

​

​

​

​

​

​

Interest income

2.2

2.9

Interest expense

(0.6)

(0.7)

Other, net

(0.2)

(0.2)

Total other income

1.4

2.0

Income before income taxes

5.4

17.1

Income tax provision

0.7

2.3

Net income

​

4.7

%

14.8

%

​

​

Revenue

​

The following table sets forth our product and services revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

​

Period-to-Period

​

​

​

March 31,

​

Change

​

​

​

2026

​

2025

​

$

​

%  

​

​

(dollars in thousands)

​

Revenue:

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

​

  ​ ​ ​

​

  ​ ​ ​

Product

​

$

188,008

​

$

182,824

​

$

5,184

​

2.8

%

​

Percentage of revenue

​

​

94.5

%  

​

94.9

%  

​

​

​

​

​

​

Services

​

10,948

​

9,739

​

​

1,209

​

12.4

%

​

Percentage of revenue

​

​

5.5

%  

​

5.1

%  

​

​

​

​

​

​

Total revenue

​

$

198,956

​

$

192,563

​

$

6,393

​

3.3

%

​

​

Product

​

Product revenue, which includes systems sales, sales of spare parts, product upgrades and used systems, was $188.0 million, or 94.5% of revenue, during the three months ended March 31, 2026, compared with $182.8 million, or

22

Table of Contents

94.9% of revenue, for the three months ended March 31, 2025. The $5.2 million increase in product revenue for the three-month period ended March 31, 2026, in comparison to the same period in 2025, was primarily driven by an increase in Aftermarket sales, offset partially by a customer settlement of $4.9 million.

​

Deferred revenue includes payments received in advance of system sales as well as deferral of revenue from systems sales for installation and other future performance obligations. The total amount of deferred revenue at March 31, 2026 and December 31, 2025 was $109.6 million and $109.0 million, respectively.

​

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 $10.9 million, or 5.5% of revenue, for the three months ended March 31, 2026, compared with $9.7 million, or 5.1% of revenue, for the three months ended March 31, 2025. 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

​

In addition to the line item revenue categories discussed above, management also regularly disaggregates revenue in the following categories, which it finds relevant and useful:

​

●

Systems and Aftermarket revenues, in which “Aftermarket” is:

A.

The portion of Product revenue relating to spare parts, product upgrades and used equipment, combined with

B.

Services revenue, which is the labor component of Aftermarket revenues;

​

(Aftermarket purchases reflect current fab utilization as opposed to Systems purchases which reflect capital investment decisions by our customers, which have differing economic drivers);

​

●

Revenue by geographic regions, since economic factors impacting customer purchasing decisions may vary by geographic region; and

​

●

Revenue by our customer market segments, since they can be subject to different economic drivers at different periods of time, impacting a customer’s likelihood of purchasing capital equipment during any particular period. Currently, management references three customer market segments: memory, mature process technology and advanced logic.

​

Aftermarket and Systems Revenue

​

Included in total revenue of $199.0 million during the three months ended March 31, 2026 is revenue from our Aftermarket business of $72.6 million, compared with $55.0 million of Aftermarket revenue for the three months ended March 31, 2025. Aftermarket revenue fluctuates from period to period primarily 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 equipment. The remaining $126.4 million of revenue for the three months ended March 31, 2026 was systems revenue, compared with $137.6 million of systems revenue for the three months ended March 31, 2025. Systems revenue fluctuates from period to period based on our customers’ capital spending.

​

​

23

Table of Contents

Gross Profit / Gross Margin

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

​

Period-to-Period

​

​

​

March 31,

​

Change

​

​

  ​ ​ ​

​

2026

  ​ ​ ​

​

2025

  ​ ​ ​

$

​

%  

  ​ ​ ​

​

(dollars in thousands)

​

Gross Profit:

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

​

  ​ ​ ​

​

  ​ ​ ​

Product

​

$

82,273

​

$

88,324

​

$

(6,051)

​

(6.9)

%

​

Product gross margin

​

​

43.8

%  

​

48.3

%  

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Services

​

(1,692)

​

​

444

​

​

(2,136)

​

(481.1)

%

​

Services gross margin

​

​

(15.5)

%  

​

4.6

%  

​

​

​

​

​

​

Total gross profit

​

$

80,581

​

$

88,768

​

$

(8,187)

​

(9.2)

%

​

Gross margin

​

​

40.5

%  

​

46.1

%  

​

​

​

​

​

​

​

Product

​

Gross margin from product revenue was 43.8% for the three months ended March 31, 2026, compared to 48.3% for the three months ended March 31, 2025. The decrease in gross margin resulted from a less favorable mix of system shipments.

​

Services

​

Gross margin from services revenue was (15.5)% for the three months ended March 31, 2026, compared to 4.6% for the three months ended March 31, 2025. The decrease in gross margin is attributable to changes in the mix of service contracts. Occasionally, we experience negative gross margin on service revenue as contract costs can vary significantly from one period to another based on customer demand.

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

Item 7. 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 “Risk Factors” and others discussed elsewhere in this Annual Report on Form 10-K. 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

​

The semiconductor capital equipment industry is subject to cyclical swings in capital spending by semiconductor chip manufacturers. Capital spending is influenced by demand for semiconductors and the products using them, the utilization rate and capacity of existing semiconductor chip manufacturing facilities and changes in semiconductor technology, all of which are outside of our control. As a result, our revenue may fluctuate from year to year and period to period. Our established cost structure does not vary significantly with changes in volume. We may also experience fluctuations in operating results and cash flows depending on our revenue level.

​

Revenue for 2025 was $839.0 million, compared to $1,017.9 million in 2024. Systems revenue for 2025 was $571.0 million, compared to $782.6 million in 2024. Gross margin percent for the year was 44.9% compared to 44.7% in 2024. Operating profit was $119.3 million in 2025, compared to $210.8 million in 2024. Net income for the year was $120.2 million, compared to $201.0 million in 2024.

​

The Company is in a strong competitive position. A focused strategy on ion implant, combined with the hard work and dedication of our employees and the encouragement and support of our customers and suppliers, enabled us to achieve numerous critical milestones in our drive to market leadership. Important accomplishments in 2025 included:

​

●

We delivered revenue of $839.0 million in 2025 and earnings per share of $3.80.

●

We remained a technology leader and supplier of choice in the implant-intensive power device segment, which accounted for 55% of the value of our 2025 system shipments.

●

We continued working to expand our footprint with existing and new customers and currently have four Purion evaluation systems in the field at strategic customer sites in key market segments.

●

We continued our investment in our Customer Solutions & Innovation (“CS&I”) aftermarket business to drive financial growth and increased customer satisfaction levels, including the “Digital Tool Box,” an innovative service offering with online training, remote diagnosis and install, and automated troubleshooting guide.

●

We received 16 customer satisfaction awards in 2025. In addition, Axcelis was named to the 2024 editions of Forbes’ List of America’s Best Mid-Cap Companies and to Fortune Magazine’s 2024 lists of the Top 100 Fastest Growing Companies.

​

We continue to work diligently to ensure that manufacturing and operating expense levels remain well aligned to business conditions.

​

The market for our systems and aftermarket products and services is represented by a relatively small number of companies. In 2025, the top 20 semiconductor chip manufacturers accounted for approximately 86.4% of total semiconductor capital equipment spending, down from 87.6% in 2024. Our net revenue from our ten largest customers accounted for 55.2% of total revenue for the year ended December 31, 2025 compared to 45.9% and 51.7% of revenue for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2025, one customer represented 11.0% percent of total revenue.

​

28

Table of Contents

Critical Accounting Estimates

​

Management’s discussion and analysis of our financial condition and results of operations 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.

​

We believe the following accounting policies are critical in the portrayal of our financial condition and results of operations and require management’s most significant judgments and estimates in the preparation of our consolidated financial statements. For additional accounting policies, see Note 2 to the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report on Form 10-K.

​

Revenue Recognition

​

Our accounting policies relating to the recognition of revenue require management to make estimates, determinations and judgments based on historical experience and on various other assumptions, which include (i) the existence of a contract with the customer, (ii) the identification of the performance obligations in the contract, (iii) the value of any variable consideration in the contract, (iv) the standalone selling price of multiple obligations in the contract, for the purpose of allocating the consideration in the contract, and (v) determining when a performance obligation has been met. Our revenue recognition policies are set forth in section (k) of Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report on Form 10-K. Recognition of revenue based on incorrect judgments, including an erroneous allocation of the estimated sales price between the units of accounting, could result in inappropriate recognition of revenue, or incorrect timing of revenue recognition, which could have a material effect on our financial condition and results of operations.

​

Inventory—Provision for Excess and Obsolescence and Lower of Cost or Net Realizable Value

​

We record a provision for estimated excess and obsolete inventory and lower of cost or net realizable value. The provision is determined using management’s assumptions of materials usage, based on estimates of forecasted and historical demand and market conditions. Specifically, our assumptions of forecasted system sales and the size and utilization of the installed base of systems may have a significant effect on estimated materials usage. If actual market conditions become less favorable than those projected by management, additional inventory write-downs may be required.

​

Although we make every effort to ensure the accuracy of our forecasts or product demand and pricing assumptions, any significant unanticipated changes in demand, pricing, or technical developments would significantly impact the value of our inventory and our reported operating results. In the future, if we determine that inventory needs to be written down, we will recognize such costs in our cost of revenue at the time of such determination. If we subsequently sell product that has previously been written down, our gross margin in that period will be favorably impacted.

​

Product Warranty

​

We generally offer a one-year warranty for all of our systems, the terms and conditions of which vary depending upon the product sold. For all systems sold, we accrue a liability for the estimated cost of standard warranty at the time of system shipment and defer the portion of systems revenue attributable to the relative fair value of non-standard warranty. Costs for non-standard warranty are expensed as incurred. Factors that affect our warranty liability include the number of installed units, historical and anticipated product failure rates, material usage and service labor costs. We periodically assess the adequacy of our recorded liability and adjust the amount as necessary.

​

29

Table of Contents

Income Taxes

​

We record income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis, and net operating loss and tax credit carryforwards.

​

We establish a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Significant management judgment is required in determining our provision for income taxes, the deferred tax assets and liabilities and any valuation allowance recorded against those net deferred tax assets.

​

We evaluate the weight of all available evidence such as historical losses, the expected timing of the reversals of existing temporary differences and projected future taxable income to determine whether it is more likely than not that some portion or all of the net deferred income tax assets will not be realized.

​

Our income tax expense includes 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. We recognize accrued interest related to unrecognized tax benefits as interest expense and penalties as operating expense.

​

30

Table of Contents

Results of Operations

​

The following year-to-year comparative statements include the 2025 and 2024 year periods. For comparative statements for the 2024 and 2023 periods, please refer to our 2024 Annual Report on Form 10-K, filed with the SEC on February 28, 2025.

​

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

​

​

​

​

​

​

​

​

​

​

Year ended

​

​

​

​

December 31,

​

​

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

  ​ ​ ​

Revenue:

​

​

​

​

​

​

Product

​

94.4

%

96.0

%

​

Services

5.6

4.0

Total revenue

100.0

100.0

Cost of revenue:

​

​

​

​

​

​

Product

49.2

51.5

Services

5.9

3.8

Total cost of revenue

55.1

55.3

Gross profit

44.9

44.7

Operating expenses:

​

​

​

​

​

​

Research and development

13.0

10.4

Sales and marketing

7.8

6.7

General and administrative

9.9

6.9

Total operating expenses

30.7

24.0

Income from operations

14.2

20.7

Other income (expense):

​

​

​

​

​

​

Interest income

2.6

2.4

Interest expense

(0.6)

(0.5)

Other, net

0.3

0.1

Total other income

2.3

2.0

Income before income taxes

16.5

22.7

Income tax provision

2.1

2.9

Net income

​

14.4

%

19.8

%

​

​

Revenue

​

The following table sets forth our revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended

​

Period-to-Period

​

​

​

December 31,

​

Change

​

​

​

2025

​

2024

​

$

​

%  

​

​

(dollars in thousands)

​

Revenue:

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

​

  ​ ​ ​

​

  ​ ​ ​

Product

​

$

792,045

​

$

976,881

​

$

(184,836)

​

(18.9)

%

​

Percentage of revenue

​

​

94.4

%  

​

96.0

%  

​

​

​

​

​

​

Services

​

47,003

​

40,984

​

​

6,019

​

14.7

%

​

Percentage of revenue

​

​

5.6

%  

​

4.0

%  

​

​

​

​

​

​

Total revenue

​

$

839,048

​

$

1,017,865

​

$

(178,817)

​

(17.6)

%

​

​

31

Table of Contents

Product

​

Product revenue, which includes new system sales, sales of spare parts, product upgrades and used system sales was $792.0 million or 94.4% of revenue in 2025, compared with $976.9 million or 96.0% of revenue in 2024. The decrease in product revenue in 2025 was primarily driven by a decrease 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 December 31, 2025 and 2024 was $108.9 million and $138.2 million, respectively. The decrease was primarily due to a decrease in system prepayments.

​

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 $47.0 million, or 5.6% of revenue for 2025, compared with $41.0 million, or 4.0% of revenue for 2024. 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

​

In addition to the line-item revenue categories discussed above, management also uses revenue categorizations which break down revenue into other groupings. Management regularly disaggregates revenue in the following categories, which it finds relevant and useful:

​

●

Systems and Customer Solutions and Innovation (“CS&I”, or “aftermarket”) revenue is

​

A.

The portion of Product revenue relating to spare parts, product upgrades and used systems combined with;

B.

Service revenue, which is the labor component of aftermarket revenues

​

Aftermarket revenue reflects current fab utilization as opposed to System revenue, which reflects capital investment decisions by our customers, which have differing economic drivers;

​

●

Revenue by geographic regions, since economic factors impacting customer purchasing decisions may vary by geographic region; and

​

●

Revenue by our customers’ end markets, since they tend to be subject to different economic environments at different periods of time, impacting a customer’s likelihood of purchasing capital equipment during any particular period; currently, management uses three end market categories: Memory, mature process technology and leading edge foundry and logic.

​

The CS&I/aftermarket revenue categories for the twelve month periods ended December 31, 2025 and 2024 are discussed below.

​

CS&I/Aftermarket

​

Revenue from our aftermarket business was $268.0 million in 2025, compared to $235.3 million for 2024. Aftermarket revenue generally increases with the expansion of the installed base of systems but can fluctuate from period to period based on capacity utilization at customers’ manufacturing facilities which affects the sale of spare parts and demand for equipment service.

​

32

Table of Contents

Gross Profit / Gross Margin

​

The following table sets forth our gross profit (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended

​

Period-to-Period

​

​

​

December 31,

​

Change

​

​

  ​ ​ ​

​

2025

  ​ ​ ​

​

2024

  ​ ​ ​

$

​

%  

  ​ ​ ​

​

(dollars in thousands)

​

Gross Profit:

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

  ​ ​ ​

​

  ​ ​ ​

​

  ​ ​ ​

​

  ​ ​ ​

Product

​

$

379,259

​

$

452,430

​

$

(73,171)

​

(16.2)

%

​

Product gross margin

​

​

47.9

%  

​

46.3

%  

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Services

​

(2,411)

​

​

2,224

​

​

(4,635)

​

(208.4)

%

​

Services gross margin

​

​

(5.1)

%  

​

5.4

%  

​

​

​

​

​

​

Total gross profit

​

$

376,848

​

$

454,654

​

$

(77,806)

​

(17.1)

%

​

Gross margin

​

​

44.9

%  

​

44.7

%  

​

​

​

​

​

​

​

Product

​

Gross margin from product revenue was 47.9% for the twelve months ended December 31, 2025, compared to 46.3% for the twelve months ended December 31, 2024. The increase in gross margin resulted from an increased mix of higher margin parts and upgrades.

​

Services

​

Gross margin from services revenue was (5.1)% for the twelve months ended December 31, 2025, compared to 5.4% for the twelve months ended December 31, 2024. The decrease in gross margin is attributable to changes in the mix of service contracts and fluctuations of service expenses. Occasionally, we experience negative gross margin on service revenue as contract costs can vary significantly from one period to another based on customer demand.

​

Operating Expenses

​

The following table sets forth our operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended

​

Period-to-Period

​

​

​

December 31,

​

Change

​

​

​

2025

​

2024

​

$

​

%  

​

​

(dollars in thousands)

​

Research and development

  ​ ​ ​

$

108,958

  ​ ​ ​

$

105,497

  ​ ​ ​

$

3,461

  ​ ​ ​

3.3

%

  ​ ​ ​

Percentage of revenue

​

​

13.0

%

​

10.4

%

​

​

​

​

​

​

Sales and marketing

​

65,368

​

68,046

​

​

(2,678)

​

(3.9)

%

​

Percentage of revenue

​

​

7.8

%

​

6.7

%

​

​

​

​

​

​

General and administrative

​

83,207

​

70,317

​

​

12,890

​

18.3

%

​

Percentage of revenue

​

​

9.9

%

​

6.9

%

​

​

​

​

​

​

Total operating expenses

​

$

257,533

​

$

243,860

​

$

13,673

​

5.6

%

​

Percentage of revenue

​

​

30.7

%

​

24.0

%

​

​

​

​

​

​

​

Our operating expenses consist primarily of personnel costs, including salaries, commissions, bonuses, 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, facilities and amortization and depreciation expenses. Personnel costs are our largest expense, representing $146.1 million, or 56.7% of our total operating expenses, for the year ended December 31, 2025; and $144.2 million, or 59.1% of our total operating expenses for the year ended December 31, 2024.

​

33

Table of Contents

Research and Development

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended

​

​

​

Period-to-Period

​

​

​

December 31,

​

​

​

Change

​

​

​

2025

​

2024

​

​

​

$

​

%  

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

​

$

108,958

  ​ ​ ​

$

105,497

  ​ ​ ​

​

$

3,461

  ​ ​ ​

3.3

%

  ​ ​ ​

Percentage of revenue

​

​

13.0

%

​

10.4

%

​

​

​

​

​

​

​

​

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 research and development budgets to fund programs that we expect will drive competitive advantages.

​

Research and development (“R&D”) expense was $109.0 million in 2025, an increase of $3.5 million, or 3.3%, compared with $105.5 million in 2024. The increase was primarily due to higher variable compensation, stock compensation and expense related to early retirement programs and severance costs associated with global cost-saving initiatives.

​

Sales and Marketing

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended

​

Period-to-Period

​

​

​

December 31,

​

Change

​

​

​

2025

​

2024

​

$

​

%  

​

​

(dollars in thousands)

​

Sales and marketing

  ​ ​ ​

$

65,368

  ​ ​ ​

$

68,046

  ​ ​ ​

 $

(2,678)

  ​ ​ ​

(3.9)

%

  ​ ​ ​

Percentage of revenue

​

​

7.8

%

​

6.7

%

​

​

​

​

​

​

​

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

​

Sales and marketing expense was $65.4 million in 2025, a decrease of $2.7 million, or 3.9%, compared with $68.0 million in 2024. The decrease was primarily due to a decrease in the labor expenses related to evaluation systems.

​

General and Administrative

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended

​

Period-to-Period

​

​

​

December 31,

​

Change

​

​

​

2025

​

2024

​

$

​

%  

​

​

(dollars in thousands)

​

General and administrative

  ​ ​ ​

$

83,207

  ​ ​ ​

$

70,317

  ​ ​ ​

$

12,890

  ​ ​ ​

18.3

%

  ​ ​ ​

Percentage of revenue

​

​

9.9

%

​

6.9

%

​

​

​

​

​

​

​

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

​

General and administrative expense was $83.2 million in 2025, an increase of $12.9 million, or 18.3%, compared with $70.3 million in 2024. The increase was primarily due to an increase in merger-related professional and filing fees of $16.3, partially offset by a decrease in bad debt expense $3.0.

​

Other Income (Expense)

​

Other income (expense) consists of interest earned and accretion on our invested cash balances, interest expense relating to the finance lease obligation we incurred in connection with the 2015 sale of our headquarters facility (“sale

34

Table of Contents

leaseback”) as well as foreign exchange gains and losses attributable to both fluctuations of the U.S. dollar against the local currencies of certain of the countries in which we operate and forward currency exchange contracts.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended

​

Period-to-period

​

​

​

December 31,

​

change

​

​

​

2025

​

2024

​

$

​

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other income (expense):

$

18,934

$

19,480

$

(546)

(2.8)

%

​

Percentage of revenue

​

2.3

%

2.0

%

​

​

​

​

​

​

​

Other income for the year ended December 31, 2025 was $18.9 million, which includes $21.5 million of interest income on our investments, partially offset by $5.4 million of interest expense related to our sale leaseback obligation and $4.5 million of foreign exchange gains, partially offset by $2.1 million of foreign exchange losses from forward exchange contracts. Other expense for the year ended December 31, 2024 was $19.5 million, which includes $24.4 million of interest income on our investments, partially offset by $5.5 million of interest expense related to our sale leaseback obligation and $9.1 million of foreign exchange losses, offset by $9.1 million of foreign exchange gains from forward exchange contracts.

​

Income Taxes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended

​

Period-to-period

​

​

​

December 31,

​

change

​

​

​

2025

​

2024

​

$

​

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax provision

$

18,011

​

$

29,282

$

(11,271)

(38.5)

%

​

Percentage of revenue

​

2.1

%

​

2.9

%

​

​

​

​

​

​

​

Income tax expense was $18.0 million for the year ended December 31, 2025, compared to $29.3 million in 2024. The effective tax rate for the year ended December 31, 2025 was 13.0% compared to 12.7% for year the ended December 31, 2024.  The increase in the effective tax rate in 2025 is primarily due to a decrease in the deduction related to stock-based compensation.

​

Liquidity and Capital Resources

​

Our liquidity is affected by many factors. Some of these relate specifically to the operations of our business. For example, our sales and other factors are influenced by the uncertainties of global economies, including the availability of credit and the condition of the overall semiconductor capital equipment industry. Our industry requires ongoing investments in operations and research and development that are not easily adjusted to reflect changes in revenue. As a result, profitability and cash flows can fluctuate more widely than revenue.

​

In 2025, $118.3 million of cash was provided by operating activities. This compares to $140.8 million of cash provided by operations in 2024. Cash and cash equivalents at December 31, 2025 was $145.5 million, compared to $123.5 million at December 31, 2024. Approximately $51.8 million of cash was located in foreign jurisdictions as of December 31, 2025. In addition to the cash and cash equivalent balance at December 31, 2025, we had $10.6 million in restricted cash which relates to a $5.9 million cash collateral relating to our lease for our headquarters in Beverly, Massachusetts, a $3.9 million letter of credit for customs purposes, a $0.7 million letter of credit relating to workers’ compensation insurance and a $0.1 million deposit relating to customs activity. Working capital at December 31, 2025 was $745.5 million. At December 31, 2025, we had no bank debt.

​

In 2025, $29.9 million of cash was used in investing activities, $11.3 million of which was used for capital expenditures. We used $646.0 million of cash for purchases of short-term and long-term investments, offset by maturities of short-term investment of $687.2 million. We held $228.8 million of short-term investments and $182.4 million of long-term investments at December 31, 2025. These short-term and long-term investments consist of U.S. Government securities and agency investments. In 2024, $108.7 million of cash was used in investing activities, $12.2 million of which was used for capital expenditures. We used $539.1 million of cash for purchases of short-term investments, partially offset by maturities of short-term investments of $442.6 million. Total capital expenditures for 2026 are projected to be

35

Table of Contents

approximately $18 million. Future capital expenditures beyond 2026 will depend on a number of factors, including the timing and rate of expansion of our business and our ability to generate cash to fund them.

​

Cash used in financing activities for the year ended December 31, 2025 was $124.5 million, which consisted of $121.1 million related to our stock repurchase program, $4.5 million related to net settlement of restricted stock issuances and $1.4 million related to principal reduction on our finance lease. These amounts were partially offset by $2.5 million in proceeds from our employee stock purchase plan. Cash used in financing activities was $71.2 million for the year ended December 31, 2024, which consisted of $60.5 million related to our stock repurchase program, $11.6 million related to net settlement of restricted stock issuances, and $1.5 million of principal reduction on our finance lease. These amounts were partially offset by $2.4 million in proceeds from our employee stock purchase plan.

​

We have outstanding letters of credit, surety bonds and deposits in the amount of $25.3 million to cover the security deposit under the lease of our headquarters, our workers’ compensation insurance program, customs and bank deposits and certain value added tax claims in Europe.

​

The following represents our commercial commitments as of December 31, 2025 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of

​

​

​

​

​

Commitment

​

​

​

​

​

Expiration by Period

Other Commercial Commitments

  ​ ​ ​

Total

  ​ ​ ​

2026

​

2027

  ​ ​ ​

2028

Surety bonds

​

$

14,724

​

$

10,383

​

$

716

​

$

3,625

​

Standby letters of credit and deposits

​

10,539

​

10,539

​

—

​

—

​

Total

​

$

25,263

​

$

20,922

​

$

716

​

$

3,625

​

​

The following represents our contractual obligations as of December 31, 2025 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Payments Due by Period

Contractual Obligations

  ​ ​ ​

Total

  ​ ​ ​

2026

  ​ ​ ​

2027-2028

  ​ ​ ​

2029-2030

  ​ ​ ​

2031-Beyond

Sale leaseback obligation

​

$

73,722

​

$

6,008

​

$

12,379

​

$

12,879

​

$

42,456

​

Purchase order commitments

​

177,979

​

170,961

​

6,960

​

54

​

​

4

​

Operating leases

​

39,393

​

6,330

​

7,543

​

5,303

​

​

20,217

​

Total

​

$

291,094

​

$

183,299

​

$

26,882

​

$

18,236

​

$

62,677

​

​

​

We have no off-balance sheet arrangements as of December 31, 2025. See Note 18 – Income Taxes in the Notes to the Consolidated Financial Statements for information related to our unrecognized tax benefits and Note 19 – Merger for contractual termination fees associated with our pending acquisition.

​

We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2025 to be indefinitely reinvested and, accordingly, no U.S. income taxes have been provided thereon. As of December 31, 2025, there was no cash associated with indefinitely reinvested foreign earnings. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business. Upon repatriation of those earnings, in the form of dividends or otherwise, we could be subject to withholding taxes payable to the various foreign tax jurisdictions.

​

Under the rules of the SEC, we qualify as a “well-known seasoned issuer,” which allows us to file shelf registration statements to register an unspecified amount of securities that are effective upon filing. On August 3, 2023, we filed such a shelf registration statement with the SEC for the issuance of an unspecified amount of common stock, preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, from time to time at prices and on terms to be determined at the time of any such offering. This registration statement was effective upon filing and will expire in August 2026. We may file another shelf registration statement to maintain the availability of this financing option.

​

​

36

Table of Contents

We have a cash collateralized letter of credit of $5.9 million, which is classified as long-term restricted cash on our balance sheet at December 31, 2025.

​

We believe that based on our current market, revenue, expense and cash flow forecasts, our existing cash, cash equivalents, short-term and long-term investments will be sufficient to satisfy our anticipated cash requirements for the short and long-term.

​

Related-Party Transactions

​

There are no significant related-party transactions that require disclosure in the consolidated financial statements for the year ended December 31, 2025, or in this Annual Report on Form 10-K.

​

Recent Accounting Pronouncements

​

A discussion of recent accounting pronouncements, the impact of some of which may be material, is included in Note 2 to the consolidated financial statements for the year ended December 31, 2025 included in this Annual Report on Form 10-K.

​