|
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
,
|
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Title of each class
|
|
Trading symbol
|
|
Name of each exchange on which registered
|
|
|
|
|
|
|
Item 2.02.
|
Results of Operations and Financial Condition.
|
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits.
|
|
Exhibit
|
|
Description
|
|
Press release of ACM Research, Inc. dated November 5, 2020
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
ACM RESEARCH, INC.
|
||
|
By:
|
/s/ Mark McKechnie
|
|
|
Mark McKechnie
|
||
|
Chief Financial Officer and Treasurer
|
||
|
Dated: November 5, 2020
|
||

|
Three Months Ended September 30,
|
||||||||||||||||
|
GAAP
|
Non-GAAP(1)
|
|||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||
|
(dollars in thousands, except per share data)
|
||||||||||||||||
|
Revenue
|
$
|
47,665
|
$
|
33,427
|
$
|
47,665
|
$
|
33,427
|
||||||||
|
Gross margin
|
42.7
|
%
|
48.6
|
%
|
42.8
|
%
|
49.1
|
%
|
||||||||
|
Income from operations
|
$
|
7,506
|
$
|
7,030
|
$
|
10,285
|
$
|
8,587
|
||||||||
|
Net income (loss) attributable to ACM Research, Inc.
|
$
|
8,627
|
$
|
8,782
|
$
|
8,969
|
$
|
10,339
|
||||||||
|
Basic EPS
|
$
|
0.47
|
$
|
0.52
|
$
|
0.49
|
$
|
0.61
|
||||||||
|
Diluted EPS
|
$
|
0.40
|
$
|
0.45
|
$
|
0.42
|
$
|
0.53
|
||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||
|
GAAP
|
Non-GAAP(1)
|
|||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||
|
(dollars in thousands, except per share data)
|
||||||||||||||||
|
Revenue
|
$
|
111,062
|
$
|
82,916
|
$
|
111,062
|
$
|
82,916
|
||||||||
|
Gross margin
|
45.0
|
%
|
46.1
|
%
|
45.1
|
%
|
46.3
|
%
|
||||||||
|
Income from operations
|
$
|
16,060
|
$
|
13,942
|
$
|
20,383
|
$
|
16,861
|
||||||||
|
Net income attributable to ACM Research, Inc.
|
$
|
10,251
|
$
|
14,950
|
$
|
17,568
|
$
|
17,869
|
||||||||
|
Basic EPS
|
$
|
0.57
|
$
|
0.91
|
$
|
0.97
|
$
|
1.09
|
||||||||
|
Diluted EPS
|
$
|
0.48
|
$
|
0.80
|
$
|
0.83
|
$
|
0.96
|
||||||||
|
(1)
|
Reconciliations to U.S. generally accepted accounting principles (“GAAP”) financial measures from non-GAAP financial measures are presented below under
“Reconciliation of GAAP to Non-GAAP Financial Measures.” Non-GAAP financial measures exclude stock-based compensation, with respect to net income (loss) attributable to ACM Research, Inc. and basic and diluted EPS, also exclude non-cash
changes in fair value of financial assets and liabilities.
|
|
•
|
Shipments. Total shipments in the third quarter of 2020 were $59 million, versus $43 million in the third quarter of 2019
and $45 million in the second quarter of 2020. Total shipments include deliveries for revenue in the quarter and deliveries of systems awaiting customer acceptance for potential revenue in future quarters.
|
|
•
|
Continued Traction with Tahoe. In the third quarter of 2020, ACM delivered another Tahoe tool to its lead customer and
recognized revenue upon shipment in the quarter. The Ultra-C Tahoe tool incorporates innovative and patented technology to deliver high cleaning performance, but uses 80% less sulfuric acid typically consumed by conventional high
temperature single wafer cleaning tools.
|
|
•
|
Ultra ECP Gaining Momentum. ACM delivered two ECP ap back-end tool repeat shipments and one ECP 3d front-end first tool
in the third quarter of 2020. The Ultra ECP ap delivers better plating performance in the form of a more uniform metal layer at the notch area. The Ultra ECP 3d is ACM’s newest tool in the ECP family that offers enhanced gap filling
for high aspect ratio TSV applications, which is critical for high-density stacking of 3D chips.
|
|
•
|
TEBO Patent Approved. ACM Research announced last week that the U.S. Patent & Trademark Office recently approved U.S.
Patent Application No.15/575,793 for ACM's proprietary TEBO (timely energized bubble oscillation) technology. In addition, ACM delivered a 2nd -generation TEBO tool to its existing lead customer in September 2020, with revenue
recognition upon qualification and acceptance.
|
|
•
|
Update on ACM Shanghai Pre-IPO activities. On September 30, 2020, ACM Shanghai's application for an initial public
offering of its shares on the STAR Market was approved by the Listing Committee of the Shanghai Stock Exchange Commission. The STAR Market listing of ACM Shanghai’s shares remains subject to submission of formal registration and to
review and approval by the China Securities Regulatory Commission. The Company’s plan remains on track to price the transaction by year-end, pending timely approvals.
|
|
•
|
Revenue was $47.7 million, up 42.6%, reflecting an increase in revenue from single wafer wet cleaning and other front-end
processing equipment and an increase in revenue from back-end wafer assembly and packaging equipment.
|
|
•
|
Gross margin was 42.7%, versus 48.6%. Gross margin was within the range of 40.0% to 45.0% set forth in the Company’s
long-term business model. The Company expects gross margin to vary from period to period due to a variety of factors, such as sales volume and product mix.
|
|
•
|
Operating expenses were $12.8 million, an increase of 39%. Non-GAAP operating expenses, which exclude stock-based
compensation, were $10.1 million, up 29%. Non-GAAP operating expenses as a percent of revenue decreased to 21% from 23%. Higher research and development spending on new products, increase sales activities in North America, and China
IPO-related costs contributed to the increase from the prior-year period.
|
|
•
|
Operating income of $7.5 million increased 6.8%. Operating income as a percent of revenue was 15.7% versus 21.0%. Non-GAAP
operating income, excluding the effect of stock-based compensation, was $10.3 million, up 19.8%. Non-GAAP operating income as a percent of revenue was 21.6% versus 25.7%.
|
|
•
|
Change in fair value of financial liability was a loss of $6.5 million. The non-cash, non-operating expense reflects a
change in book value of a liability indexed to the market price of ACM’s Class A common stock, and is excluded from non-GAAP results. The obligation, which resulted from agreements required for ACM Shanghai’s STAR Market IPO
preparation, was terminated in July 2020 upon ACM’s issuance of a Class A common stock warrant.
|
|
•
|
Unrealized gain on trading securities was $9.0 million. The gain reflects the change in market value of ACM Shanghai’s
indirect investment in STAR Market IPO shares of Semiconductor Manufacturing International Corporation (SMIC), which began trading in mid-July 2020. The value was marked-to-market at quarter-end, and is excluded from non-GAAP results.
|
|
•
|
Net income attributable to ACM Research, Inc. was $8.6 million, compared to $8.8 million. Non-GAAP net income attributable
to ACM Research, Inc., excluding the effect of stock-based compensation, non-cash changes in fair value of financial liabilities, and unrealized gains in trading securities was $9.0 million, compared to $10.4 million. Tax-related items (compared to a normalized 12% tax rate) and the effects of foreign-exchange fluctuations on operating results resulted in a net benefit
of $0.3 million, compared to a net benefit of $3.4 million in the third quarter of 2019.
|
|
•
|
Net income per diluted share attributable to ACM Research, Inc. was $0.40, compared
to $0.45. Non-GAAP net income per diluted share attributable to ACM Research, Inc., excluding the effect of stock-based compensation, non-cash changes in fair value of financial liabilities, and unrealized gains in trading securities
was $0.42, compared to $0.53. Tax-related items (compared to a normalized 12% tax rate) and the effects of foreign-exchange fluctuations on operating results resulted in a net benefit of $0.02 per share, compared to a net benefit of
$0.18 in the third quarter of 2019.
|
|
•
|
Cash and equivalents at quarter-end were $92.2 million, versus $86.4 million at the end of the second quarter of 2020 and
$47.3 million at the end of the third quarter of 2019.
|
|
In the United States:
|
The Blueshirt Group
|
|
|
Ralph Fong
|
||
|
+1 (415) 489-2195
|
||
|
ralph@blueshirtgroup.com
|
|
In China:
|
The Blueshirt Group Asia
|
|
|
Gary Dvorchak, CFA
|
||
|
+86 (138) 1079-1480
|
||
|
gary@blueshirtgroup.com
|
|
September 30, 2020
|
December 31, 2019
|
|||||||
|
(Unaudited)
|
||||||||
|
(In thousands, except share and per share data)
|
||||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
92,203
|
$
|
58,261
|
||||
|
Restricted cash
|
-
|
59,598
|
||||||
|
Trading securities
|
23,888
|
-
|
||||||
|
Accounts receivable, less allowance for doubtful accounts of $0 as of September 30, 2020 and December 31, 2019
|
59,796
|
31,091
|
||||||
|
Other receivables
|
6,177
|
2,603
|
||||||
|
Inventories
|
64,182
|
44,796
|
||||||
|
Prepaid expenses
|
5,531
|
2,047
|
||||||
|
Total current assets
|
251,777
|
198,396
|
||||||
|
Property, plant and equipment, net
|
5,974
|
3,619
|
||||||
|
Land use right, net
|
9,284
|
-
|
||||||
|
Operating lease right-of-use assets, net
|
4,568
|
3,887
|
||||||
|
Intangible assets, net
|
335
|
344
|
||||||
|
Deferred tax assets
|
10,093
|
5,331
|
||||||
|
Long-term investments
|
6,580
|
5,934
|
||||||
|
Other long-term assets
|
8,008
|
192
|
||||||
|
Total assets
|
296,619
|
217,703
|
||||||
|
Liabilities, Redeemable Non-controlling Interests and Stockholders’ Equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Short-term borrowings
|
28,327
|
13,753
|
||||||
|
Accounts payable
|
35,639
|
13,262
|
||||||
|
Advances from customers
|
8,011
|
9,129
|
||||||
|
Income taxes payable
|
3,589
|
3,129
|
||||||
|
Other payables and accrued expenses
|
18,494
|
12,874
|
||||||
|
Current portion of operating lease liability
|
1,388
|
1,355
|
||||||
|
Deferred revenue
|
819
|
-
|
||||||
|
Total current liabilities
|
96,267
|
53,502
|
||||||
|
Long-term operating lease liability
|
3,180
|
2,532
|
||||||
|
Other long-term liabilities
|
6,454
|
4,186
|
||||||
|
Total liabilities
|
105,901
|
60,220
|
||||||
|
Commitments and contingencies
|
||||||||
|
Redeemable non-controlling interests
|
-
|
60,162
|
||||||
|
Stockholders’ equity:
|
||||||||
|
Common stock – Class A, par value $0.0001: 50,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 16,657,135 shares issued and outstanding as of September 30, 2020 and
16,182,151 shares issued and outstanding as of December 31, 2019
|
2
|
2
|
||||||
|
Common stock–Class B, par value $0.0001: 2,409,738 shares authorized as of September 30, 2020 and December 31, 2019; 1,802,606 shares issued and outstanding as of September 30, 2020 and
1,862,608 shares issued and outstanding as of December 31, 2019
|
-
|
-
|
||||||
|
Additional paid in capital
|
100,145
|
83,487
|
||||||
|
Accumulated surplus
|
25,758
|
15,507
|
||||||
|
Accumulated other comprehensive income (loss)
|
1,037
|
(1,675
|
)
|
|||||
|
Total ACM Research, Inc. stockholders’ equity
|
126,942
|
97,321
|
||||||
|
Non-controlling interests
|
63,776
|
-
|
||||||
|
Total stockholders’ equity
|
190,718
|
97,321
|
||||||
|
Total liabilities, redeemable non-controlling interests, and stockholders’ equity
|
$
|
296,619
|
$
|
217,703
|
||||
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
( In thousands, except share and per share data)
|
( In thousands, except share and per share data)
|
|||||||||||||||
|
Revenue
|
$
|
47,665
|
$
|
33,427
|
$
|
111,062
|
$
|
82,916
|
||||||||
|
Cost of revenue
|
27,324
|
17,173
|
61,137
|
44,705
|
||||||||||||
|
Gross profit
|
20,341
|
16,254
|
49,925
|
38,211
|
||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Sales and marketing
|
3,924
|
3,886
|
11,524
|
8,679
|
||||||||||||
|
Research and development
|
4,343
|
3,492
|
13,241
|
9,598
|
||||||||||||
|
General and administrative
|
4,568
|
1,846
|
9,100
|
5,992
|
||||||||||||
|
Total operating expenses, net
|
12,835
|
9,224
|
33,865
|
24,269
|
||||||||||||
|
Income from operations
|
7,506
|
7,030
|
16,060
|
13,942
|
||||||||||||
|
Interest income
|
179
|
95
|
834
|
128
|
||||||||||||
|
Interest expense
|
(272
|
)
|
(205
|
)
|
(611
|
)
|
(538
|
)
|
||||||||
|
Change in fair value of financial liability
|
(6,533
|
)
|
-
|
(11,964
|
)
|
-
|
||||||||||
|
Unrealized gain on trading securities
|
8,970
|
-
|
8,970
|
-
|
||||||||||||
|
Other income (expense), net
|
(1,759
|
)
|
1,850
|
(933
|
)
|
2,132
|
||||||||||
|
Equity income (loss) in net income (loss) of affiliates
|
182
|
(9
|
)
|
539
|
260
|
|||||||||||
|
Income before income taxes
|
8,273
|
8,761
|
12,895
|
15,924
|
||||||||||||
|
Income tax benefit (expense)
|
1,747
|
328
|
(416
|
)
|
(667
|
)
|
||||||||||
|
Net income
|
10,020
|
9,089
|
12,479
|
15,257
|
||||||||||||
|
Less: Net income attributable to non-controlling interests and redeemable non-controlling interests
|
1,393
|
307
|
2,228
|
307
|
||||||||||||
|
Net income attributable to ACM Research, Inc.
|
$
|
8,627
|
$
|
8,782
|
$
|
10,251
|
$
|
14,950
|
||||||||
|
Comprehensive income:
|
||||||||||||||||
|
Net income
|
10,020
|
9,089
|
12,479
|
15,257
|
||||||||||||
|
Foreign currency translation adjustment
|
5,757
|
(2,591
|
)
|
4,099
|
(2,902
|
)
|
||||||||||
|
Total comprehensive income
|
15,777
|
6,498
|
16,578
|
12,355
|
||||||||||||
|
Less: Comprehensive income attributable to non-controlling interests and redeemable non-controlling interests
|
2,698
|
307
|
3,614
|
307
|
||||||||||||
|
Total comprehensive income attributable to ACM Research, Inc.
|
$
|
13,079
|
$
|
6,191
|
$
|
12,964
|
$
|
12,048
|
||||||||
|
Net income attributable to ACM Research, Inc. per common share :
|
||||||||||||||||
|
Basic
|
$
|
0.47
|
$
|
0.52
|
$
|
0.57
|
$
|
0.91
|
||||||||
|
Diluted
|
$
|
0.40
|
$
|
0.45
|
$
|
0.48
|
$
|
0.80
|
||||||||
|
Weighted average common shares outstanding used in computing per share amounts:
|
||||||||||||||||
|
Basic
|
18,201,943
|
16,999,746
|
18,124,665
|
16,381,944
|
||||||||||||
|
Diluted
|
21,555,296
|
19,354,214
|
21,257,661
|
18,699,010
|
||||||||||||
|
Three Months Ended September 30,
|
||||||||||||||||||||||||||||
|
2020
|
2019
|
|||||||||||||||||||||||||||
|
Actual
(GAAP)
|
SBC
|
Other non-
operating
adjustments
|
Adjusted
(Non-GAAP)
|
Actual
(GAAP)
|
SBC
|
Adjusted
(Non-GAAP)
|
||||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||
|
Revenue
|
$
|
47,665
|
$
|
-
|
$
|
-
|
$
|
47,665
|
$
|
33,427
|
$
|
-
|
$
|
33,427
|
||||||||||||||
|
Cost of revenue
|
(27,324
|
)
|
(44
|
)
|
-
|
(27,280
|
)
|
(17,173
|
)
|
(154
|
)
|
(17,019
|
)
|
|||||||||||||||
|
Gross profit
|
20,341
|
(44
|
)
|
-
|
20,385
|
16,254
|
(154
|
)
|
16,408
|
|||||||||||||||||||
|
Operating expenses:
|
||||||||||||||||||||||||||||
|
Sales and marketing
|
(3,924
|
)
|
(237
|
)
|
-
|
(3,687
|
)
|
(3,886
|
)
|
(172
|
)
|
(3,714
|
)
|
|||||||||||||||
|
Research and development
|
(4,343
|
)
|
(193
|
)
|
-
|
(4,150
|
)
|
(3,492
|
)
|
(759
|
)
|
(2,733
|
)
|
|||||||||||||||
|
General and administrative
|
(4,568
|
)
|
(2,305
|
)
|
-
|
(2,263
|
)
|
(1,846
|
)
|
(472
|
)
|
(1,374
|
)
|
|||||||||||||||
|
Income from operations
|
$
|
7,506
|
$
|
(2,779
|
)
|
$
|
-
|
$
|
10,285
|
$
|
7,030
|
$
|
(1,557
|
)
|
$
|
8,587
|
||||||||||||
|
Change in fair value of financial liability
|
(6,533
|
)
|
-
|
(6,533
|
)
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
|
Unrealized gain on trading securities
|
8,970
|
-
|
8,970
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
|
Net income (loss) attributable to ACM Research, Inc.
|
$
|
8,627
|
$
|
(2,779
|
)
|
$
|
2,437
|
$
|
8,969
|
$
|
8,782
|
$
|
(1,557
|
)
|
$
|
10,339
|
||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||||
|
2020
|
2019
|
|||||||||||||||||||||||||||
|
Actual
(GAAP)
|
SBC
|
Other non-
operating
adjustments
|
Adjusted
(Non-GAAP)
|
Actual
(GAAP)
|
SBC
|
Adjusted
(Non-GAAP)
|
||||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||
|
Revenue
|
$
|
111,062
|
$
|
-
|
$
|
-
|
$
|
111,062
|
$
|
82,916
|
$
|
-
|
$
|
82,916
|
||||||||||||||
|
Cost of revenue
|
(61,137
|
)
|
(132
|
)
|
-
|
(61,005
|
)
|
(44,705
|
)
|
(213
|
)
|
(44,492
|
)
|
|||||||||||||||
|
Gross profit
|
49,925
|
(132
|
)
|
-
|
50,057
|
38,211
|
(213
|
)
|
38,424
|
|||||||||||||||||||
|
Operating expenses:
|
||||||||||||||||||||||||||||
|
Sales and marketing
|
(11,524
|
)
|
(495
|
)
|
-
|
(11,029
|
)
|
(8,679
|
)
|
(252
|
)
|
(8,427
|
)
|
|||||||||||||||
|
Research and development
|
(13,241
|
)
|
(568
|
)
|
-
|
(12,673
|
)
|
(9,598
|
)
|
(939
|
)
|
(8,659
|
)
|
|||||||||||||||
|
General and administrative
|
(9,100
|
)
|
(3,128
|
)
|
-
|
(5,972
|
)
|
(5,992
|
)
|
(1,515
|
)
|
(4,477
|
)
|
|||||||||||||||
|
Income from operations
|
$
|
16,060
|
$
|
(4,323
|
)
|
$
|
-
|
$
|
20,383
|
$
|
13,942
|
$
|
(2,919
|
)
|
$
|
16,861
|
||||||||||||
|
Change in fair value of financial liability
|
(11,964
|
)
|
-
|
(11,964
|
)
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
|
Unrealized gain on trading securities
|
8,970
|
-
|
8,970
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
|
Net income attributable to ACM Research, Inc.
|
$
|
10,251
|
$
|
(4,323
|
)
|
$
|
(2,994
|
)
|
$
|
17,568
|
$
|
14,950
|
$
|
(2,919
|
)
|
$
|
17,869
|
|||||||||||