Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On March 30, 2009, Axcelis Technologies, Inc. (“the Company” or “Axcelis”) announced the completion of the sale of its 50% interest in SEN Corporation, an SHI and Axcelis Company (“SEN”) to Sumitomo Heavy Industries, Ltd. (“SHI”). The unaudited pro forma combined balance sheet includes the historical balance sheet of Axcelis as of December 31, 2008, giving effect to the sale of the Company’s equity investment in SEN and the repayment of outstanding convertible notes, collectively the “SEN transaction” as if it was consummated on December 31, 2008. The unaudited pro forma combined statement of operations includes the historical statement of operations of Axcelis for the year ended December 31, 2008, giving effect to the SEN transaction as if it had occurred on January 1, 2008. The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the SEN transaction, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results of operations.
These unaudited pro forma combined financial statements should be read in conjunction with the historical audited consolidated financial statements and accompany notes of Axcelis, which have been incorporated by reference into this Current Report. The unaudited pro forma condensed combined financial statements are not necessarily indicative of the operating results or financial position that would have occurred if the sale had been completed at the dates indicated.
Axcelis Technologies, Inc.
Unaudited Pro Forma Combined Statement of Operations
(In thousands, except per share amounts)
| | For the Year Ended December 31, 2008 | |
| | Company
Historical (1) | | Pro Forma
Adjustments | | Company Pro
Forma Combined | |
Revenue | | | | | | | |
Product | | $ | 194,275 | | $ | — | | $ | 194,275 | |
Service | | 51,880 | | — | | 51,880 | |
Royalties from SEN | | 4,059 | | (4,059 | )(b) | — | |
| | 250,214 | | (4,059 | ) | 246,155 | |
Cost of revenue | | | | | | | |
Product | | 161,310 | | — | | 161,310 | |
Service | | 26,289 | | — | | 26,289 | |
| | 187,599 | | — | | 187,599 | |
| | | | | | | |
Gross profit | | 62,615 | | (4,059 | ) | 58,556 | |
| | | | | | | |
Operating expenses | | | | | | | |
Research and development | | 63,262 | | — | | 63,262 | |
Sales and marketing | | 44,573 | | — | | 44,573 | |
General and administrative | | 43,056 | | — | | 43,056 | |
Impairment of goodwill | | 42,115 | | — | | 42,115 | |
Impairment of intangibles and long-lived assets | | 46,949 | | — | | 46,949 | |
Amortization of intangible assets | | 2,624 | | — | | 2,624 | |
Restructuring charges | | 6,873 | | — | | 6,873 | |
| | 249,452 | | — | | 249,452 | |
| | | | | | | |
Loss from operations | | (186,837 | ) | (4,059 | ) | (190,896 | ) |
| | | | | | | |
Other income (expense) | | | | | | | |
Equity income (loss) of SEN | | (3,667 | ) | 3,667 | (b) | — | |
Interest income | | 1,614 | | — | | 1,614 | |
Interest expense | | (6,744 | ) | 6,475 | (a) | (269 | ) |
Other, net | | (169 | ) | — | | (169 | ) |
| | (8,966 | ) | 10,142 | | 1,176 | |
| | | | | | | |
Loss before income taxes | | (195,803 | ) | 6,083 | | (189,720 | ) |
| | | | | | | |
Income taxes | | 861 | | — | | 861 | |
| | | | | | | |
Net loss | | $ | (196,664 | ) | $ | 6,083 | | $ | (190,581 | ) |
| | | | | | | |
Basic and diluted net loss per share | | $ | (1.91 | ) | $ | 0.06 | | $ | (1.86 | ) |
| | | | | | | |
Shares used in computing net loss per share | | | | | | | |
Weighted average common shares outstanding: | | | | | | | |
Basic and diluted | | 102,739 | | 102,739 | | 102,739 | |
(1) As reported in Axcelis’ audited financial statements on Form 10-K for the year ended December 31, 2008.
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Axcelis Technologies, Inc.
Unaudited Pro Forma Combined Balance Sheet
(In thousands)
| | For the Year Ended December 31, 2008 | |
| | Company
Historical (1) | | Pro Forma
Adjustments | | Company Pro
Forma Combined | |
ASSETS | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | 37,694 | | $ | 37,667 | (c) | $ | 75,361 | |
Restricted cash | | 8,654 | | — | | 8,654 | |
Accounts receivable, net | | 27,486 | | — | | 27,486 | |
Inventories, net | | 150,113 | | — | | 150,113 | |
Prepaid expenses and other current assets | | 17,231 | | — | | 17,231 | |
Total current assets | | 241,178 | | 37,667 | | 278,845 | |
| | | | | | | |
Property, plant and equipment, net | | 44,432 | | — | | 44,432 | |
Investment in SEN | | 156,677 | | (156,677 | )(d) | — | |
Other assets | | 12,894 | | — | | 12,894 | |
| | $ | 455,181 | | $ | (119,010 | ) | $ | 336,171 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
Current liabilities | | | | | | | |
Accounts payable | | $ | 8,066 | | $ | — | | $ | 8,066 | |
Accrued compensation | | 15,841 | | — | | 15,841 | |
Warranty | | 3,137 | | — | | 3,137 | |
Income taxes | | 337 | | — | | 337 | |
Deferred revenue | | 12,508 | | — | | 12,508 | |
Other current liabilities | | 6,897 | | (1,470 | )(a) | 5,427 | |
Current portion of convertible subordinated debt | | 83,210 | | (83,210 | )(a) | — | |
Total current liabilities | | 129,996 | | (84,680 | ) | 45,316 | |
| | | | | | | |
Long-term deferred revenue | | 1,872 | | — | | 1,872 | |
Other long-term liabilities | | 3,936 | | — | | 3,936 | |
| | | | | | | |
Commitments and contingencies | | | | | | | |
| | | | | | | |
Stockholders’ equity | | | | | | | |
Preferred stock, $0.001 par value, 30,000 shares authorized; none issued or outstanding | | — | | — | | — | |
Common stock, $0.001 par value, 300,000 shares authorized; 103,400 shares issued and 103,280 shares outstanding at December 31, 2008 | | 103 | | — | | 103 | |
Additional paid-in capital | | 483,546 | | — | | 483,546 | |
Treasury stock, at cost, 120 shares at December 31, 2008 | | (1,218 | ) | — | | (1,218 | ) |
Accumulated deficit | | (198,479 | ) | (1,985 | )(e) | (200,464 | ) |
Accumulated other comprehensive income | | 35,425 | | (32,345 | )(d) | 3,080 | |
| | 319,377 | | (34,330 | ) | 285,047 | |
| | $ | 455,181 | | $ | (119,010 | ) | $ | 336,171 | |
(1) As reported in Axcelis’ audited financial statements on Form 10-K for the year ended December 31, 2008.
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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
1. Basis of Presentation
On March 30, 2009, Axcelis Technologies, Inc. (“the Company” or “Axcelis”) announced the completion of its the sale of its 50% interest in SEN Corporation, an SHI and Axcelis Company (“SEN”) to Sumitomo Heavy Industries, Ltd. (“SHI”). The accompanying unaudited pro forma combined financial statements present the pro forma position as if the transaction was consummated on December 31, 2008. The results of the combined company are presented as if the trasaction occurred on January 1, 2008 based upon the historical financial statements of Axcelis, after giving effect to the sale of the Company’s equity investment in SEN, the repayment of the Company’s 4.25% Convertible Senior Subordinated Notes, collectively the “SEN transaction”, and the adjustments described in these notes.
As of March 30, 2009, the sale of the Company’s investment in SEN resulted in an actual gain of approximately $1.2 million. This gain includes net proceeds of $122.3 million and cumulative foreign translation gain of $23.5 million, previously recorded in other comprehensive income, reduced by the carrying value of the investment on the date of sale of $144.6 million.
2. Pro forma Adjustments
Pro forma adjustments reflect only those adjustments which are supportable and directly attributable to the Company’s sale of its investment in SEN and do not include the impact of contingencies.
(a) To reflect the re-payment of the Company’s 4.25% Convertible Senior Subordinated Notes of $83.2 million, eliminate $1.5 million of accrued interest, and eliminate $6.5 million of related interest expense.
(b) To eliminate $3.7 million of equity loss from the investment in SEN and $4.1 million of royalty income from SEN included in the historical statement of operations for the year ended December 31, 2008.
(c) To record net proceeds from the SEN transaction of $37.7 million, after advisor fees and other expenses, repayment of the Company’s 4.25% Convertible Senior Subordinated Notes of $83.2 million and accrued interest of $1.5 million.
(d) To eliminate the Company’s $156.7 million investment in SEN, $124.3 million of equity related to the investment in SEN, and $32.3 million of other comprehensive income related to the cumulative foreign translation gain resulting from the investment in SEN.
(e) Adjustments to the accumulated deficit consist of the following:
| | December 31, 2008 | |
| | (in millions) | |
| | | |
Elimination of equity related to investment in SEN | | $ | (124.3 | ) |
Net proceeds from the SEN transaction | | 122.3 | |
Adjustment to the accumulated deficit, net | | $ | (2.0 | ) |
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