SEC Comment Letter for AXCELIS TECHNOLOGIES INC (ACLS) (CIK 0001113232) (ACLS) — Jul 20, 2007
AXCELIS TECHNOLOGIES INC (ACLS) (CIK 0001113232)
Date: July 20, 2007 · CIK: 0001113232 · Accession: 0000000000-07-035299
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-30941
Letter
July 20, 2007 VIA U.S. MAIL and FACSIMILE Stephen G. Bassett Chief Financial Officer Axcelis Technologies, Inc. 108 Cherry Hill Drive Beverly, Massachusetts 01915
RE: Axcelis Technologies, Inc. Form 10-K for the fiscal year ended December 31, 2006 Filed March 15, 2007 Form 10-Q for the quarterl y period ended March 31, 2007 File No. 000-30941
Dear Mr. Bassett:
We have reviewed your filing and have the following comments. We have limited our review of your filing to those i ssues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Bassett Axcelis Technologies, Inc. July 20, 2007 Page 2 Form 10-K for the fiscal year ended December 31, 2006
Consolidated Statements of Operations, page F-2 1. We see that you separately disclose reve nue generated from sales of systems, services and royalties. In future filings , please revise your income statement to also separately disclose the related cost s of generating those revenues. Refer to Article 5-03(b)(1) and (2) of Regulation S-X. As a related matter, the gross profit for systems, services and royalties should be separately discussed in the results of operations section of MD&A.
Consolidated Balance Sheets, page F-3 2. In future filings, please revi se to clearly label your long term debt as “convertible subordinated debt,” as descri bed in the footnotes to your financial statements.
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies, page F-6
Revenue Recognition, page F-8 3. Please tell us and revise future filings to clearly disclose your accounting policy for recognizing revenue from royalty arrang ements. Please note that it should be evident from your disclosure that the royalty revenue is from a related party.
Form 10-Q for the quarterly period ended March 31, 2007
Consolidated Statement of Cash Flows, page 5 4. We see that you currently present the cash dividend from SEN within operating activities in your consolidated statement of cash flows. Please tell us why you should not record the dividend as a com ponent of net cash provided by investing activities. We reference paragraph 16(b) of SFAS 95 whic h states that returns of investment in equity instruments are gene rally recorded as investing activities.
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover le tters greatly facilitate our re view. Please understand that we may have additional comments after re viewing your responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information
Mr. Bassett Axcelis Technologies, Inc. July 20, 2007 Page 3 investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3676 if you have questions. In this regard, please do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at ( 202) 551-3671 with any other questions.
Sincerely,
Brian Cascio
Accounting Branch Chief
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Mail Stop 6010 July 20, 2007 VIA U.S. MAIL and FACSIMILE Stephen G. Bassett Chief Financial Officer Axcelis Technologies, Inc. 108 Cherry Hill Drive Beverly, Massachusetts 01915 RE: Axcelis Technologies, Inc. Form 10-K for the fiscal year ended December 31, 2006 Filed March 15, 2007 Form 10-Q for the quarterl y period ended March 31, 2007 File No. 000-30941 Dear Mr. Bassett: We have reviewed your filing and have the following comments. We have limited our review of your filing to those i ssues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Mr. Bassett Axcelis Technologies, Inc. July 20, 2007 Page 2 Form 10-K for the fiscal year ended December 31, 2006 Consolidated Statements of Operations, page F-2 1. We see that you separately disclose reve nue generated from sales of systems, services and royalties. In future filings , please revise your income statement to also separately disclose the related cost s of generating those revenues. Refer to Article 5-03(b)(1) and (2) of Regulation S-X. As a related matter, the gross profit for systems, services and royalties should be separately discussed in the results of operations section of MD&A. Consolidated Balance Sheets, page F-3 2. In future filings, please revi se to clearly label your long term debt as “convertible subordinated debt,” as descri bed in the footnotes to your financial statements. Notes to Consolidated Financial Statements Note 2. Significant Accounting Policies, page F-6 Revenue Recognition, page F-8 3. Please tell us and revise future filings to clearly disclose your accounting policy for recognizing revenue from royalty arrang ements. Please note that it should be evident from your disclosure that the royalty revenue is from a related party. Form 10-Q for the quarterly period ended March 31, 2007 Consolidated Statement of Cash Flows, page 5 4. We see that you currently present the cash dividend from SEN within operating activities in your consolidated statement of cash flows. Please tell us why you should not record the dividend as a com ponent of net cash provided by investing activities. We reference paragraph 16(b) of SFAS 95 whic h states that returns of investment in equity instruments are gene rally recorded as investing activities. As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover le tters greatly facilitate our re view. Please understand that we may have additional comments after re viewing your responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information Mr. Bassett Axcelis Technologies, Inc. July 20, 2007 Page 3 investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3676 if you have questions. In this regard, please do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at ( 202) 551-3671 with any other questions. Sincerely, Brian Cascio Accounting Branch Chief