Delaware
|
001-38273
|
94-3290283
|
(State or Other
Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
42307 Osgood Road, Suite I
|
||
Fremont,
California
|
94539
|
|
(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
|
||
Class A Common Stock, par value $0.0001 per share |
ACMR |
The Nasdaq Stock Market LLC |
Item 2.02.
|
Results of Operations and Financial Condition.
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit
|
Description
|
|
Press Release of ACM Research, Inc. dated May 8, 2024
|
||
104
|
Cover Page Interactive Data File (embedded within the XBRL document)
|
|
ACM RESEARCH, INC. | |
|
By: |
/s/ Mark McKechnie
|
|
Mark McKechnie
|
|
|
Chief Financial Officer and Treasurer
|
|
Dated: May 8, 2024
|
Three Months Ended March 31,
|
||||||||||||||||
GAAP
|
Non-GAAP(1)
|
|||||||||||||||
2024
|
2023
|
2024
|
2023
|
|||||||||||||
(dollars in thousands, except EPS)
|
||||||||||||||||
Revenue
|
$
|
152,191
|
$
|
74,256
|
$
|
152,191
|
$
|
74,256
|
||||||||
Gross margin
|
52.0
|
%
|
53.8
|
%
|
52.5
|
%
|
54.0
|
%
|
||||||||
Income from operations
|
$
|
25,232
|
$
|
8,862
|
$
|
39,801
|
$
|
10,930
|
||||||||
Net income attributable to ACM Research, Inc.
|
$
|
17,433
|
$
|
7,145
|
$
|
34,597
|
$
|
9,867
|
||||||||
Basic EPS
|
$
|
0.28
|
$
|
0.12
|
$
|
0.56
|
$
|
0.17
|
||||||||
Diluted EPS
|
$
|
0.26
|
$
|
0.11
|
$
|
0.52
|
$
|
0.15
|
(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 and, with respect to net income attributable to ACM Research, Inc. and basic and diluted earnings per share, also exclude unrealized loss on
short-term investments.
|
• |
Shipments. Total shipments in the first quarter of 2024 were $245 million, up 175% from the first quarter of 2023. Total shipments include deliveries for revenue in the quarter and deliveries of first tool systems awaiting customer
acceptance for potential revenue in future quarters.
|
• |
Expanded Advanced Packaging Portfolio with Introduction of Frame Wafer Cleaning Tool. We
introduced our Frame Wafer Cleaning Tool for advanced packaging. The tool effectively cleans semiconductor wafers during the post-debonding cleaning process. The Frame Wafer Cleaning Tool also includes an innovative solvent reclamation
system that provides environmental and cost benefits. We have also successfully completed the installation and qualification of the first tool with a major Chinese manufacturer.
|
• |
Revenue was $152.2 million, up 105.0%, reflecting higher sales of single wafer cleaning,
Tahoe and semi-critical cleaning equipment and advanced packaging (excluding ECP), and services and spares.
|
• |
Gross margin was 52.0% versus 53.8%. Non-GAAP gross margin, which excludes stock-based
compensation, was 52.5% versus 54.0%. Gross margin exceeded ACM’s long-term business model range of 40% to 45%. ACM expects gross margin to vary from period to period due to a variety of factors, such as product mix, currency impacts and
sales volume.
|
• |
Operating expenses were $53.9 million, an increase of 73.1%. Operating expenses as a
percentage of revenue decreased to 35.4% from 41.9%. Non-GAAP operating expenses, which exclude the effect of stock-based compensation, were $40.1 million, up 37.4%. Non-GAAP operating expenses as a percentage of revenue decreased to 26.3%
from 39.3%.
|
• |
Operating income was $25.2 million, up from $8.9 million. Operating margin was 16.6% versus 11.9%. Non-GAAP operating income, which excludes the effect of stock-based compensation, was $39.8 million, up from $10.9 million. Non-GAAP operating margin, which excludes stock-based compensation, was 26.2% versus 14.7%.
|
• |
Unrealized loss on short-term investments was $2.6 million. The loss reflects the change in
market value of the investments by ACM’s principal operating subsidiary, ACM Research (Shanghai), Inc., in short-term investments. The value is marked-to-market quarterly and is excluded in the non-GAAP financial metrics.
|
• |
Income tax expense was $4.4 million, compared to $2.9 million.
|
• |
Net income attributable to ACM Research, Inc. was $17.4 million, up from $7.1 million.
Non-GAAP net income attributable to ACM Research, Inc., which excludes the effect of stock-based compensation and unrealized loss on short-term investments, was $34.6 million, up from $9.9 million.
|
• |
Net income per diluted share attributable to ACM Research, Inc. was $0.26, compared to
$0.11. Non-GAAP net income per diluted share, which excludes the effect of stock-based compensation and unrealized loss on short-term investments, was $0.52, up from $0.15.
|
• |
Cash and cash equivalents, plus restricted cash and short-term and long-term time deposits
were $288.3 million at March 31, 2024, versus $304.5 million at December 31, 2023.
|
In the United States:
|
The Blueshirt Group
|
|
Steven C. Pelayo, CFA
|
||
+1 (360) 808-5154
|
||
steven@blueshirtgroup.co
|
||
In China:
|
The Blueshirt Group Asia
|
|
Gary Dvorchak, CFA
|
||
+86 (138) 1079-1480
|
||
gary@blueshirtgroup.co
|
March 31, 2024
|
December 31, 2023
|
|||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
211,305
|
$
|
182,090
|
||||
Restricted cash
|
808
|
1,083
|
||||||
Short-term time deposits
|
48,364
|
80,524
|
||||||
Short-term investment
|
18,648
|
21,312
|
||||||
Accounts receivable, net
|
296,371
|
283,186
|
||||||
Other receivables
|
51,316
|
40,065
|
||||||
Inventories, net
|
581,140
|
545,395
|
||||||
Advances to related party
|
1,338
|
2,432
|
||||||
Prepaid expenses
|
20,066
|
20,023
|
||||||
Total current assets
|
1,229,356
|
1,176,110
|
||||||
Property, plant and equipment, net
|
218,822
|
201,848
|
||||||
Land use right, net
|
8,305
|
8,367
|
||||||
Operating lease right-of-use assets, net
|
6,498
|
7,026
|
||||||
Intangible assets, net
|
2,803
|
2,538
|
||||||
Long-term time deposits
|
27,841
|
40,818
|
||||||
Deferred tax assets
|
21,360
|
20,271
|
||||||
Long-term investments
|
31,293
|
27,880
|
||||||
Other long-term assets
|
10,471
|
6,050
|
||||||
Total assets
|
$
|
1,556,749
|
$
|
1,490,908
|
||||
Liabilities and Equity
|
||||||||
Current liabilities:
|
||||||||
Short-term borrowings
|
$
|
54,706
|
$
|
31,335
|
||||
Current portion of long-term borrowings
|
6,549
|
6,783
|
||||||
Related party accounts payable
|
16,243
|
11,407
|
||||||
Accounts payable
|
135,499
|
141,814
|
||||||
Advances from customers
|
182,547
|
181,368
|
||||||
Deferred revenue
|
4,405
|
3,687
|
||||||
Income taxes payable
|
11,403
|
6,401
|
||||||
FIN-48 payable
|
12,131
|
12,149
|
||||||
Other payables and accrued expenses
|
107,098
|
102,951
|
||||||
Current portion of operating lease liability
|
2,668
|
2,764
|
||||||
Total current liabilities
|
533,249
|
500,659
|
||||||
Long-term borrowings
|
53,408
|
53,952
|
||||||
Long-term operating lease liability
|
3,830
|
4,262
|
||||||
Other long-term liabilities
|
5,469
|
5,873
|
||||||
Total liabilities
|
595,956
|
564,746
|
||||||
Commitments and contingencies
|
||||||||
Equity:
|
||||||||
Stockholders’ equity:
|
||||||||
Class A Common stock
|
6
|
6
|
||||||
Class B Common stock
|
1
|
1
|
||||||
Additional paid-in capital
|
646,800
|
629,845
|
||||||
Retained earnings
|
174,260
|
156,827
|
||||||
Statutory surplus reserve
|
30,060
|
30,060
|
||||||
Accumulated other comprehensive loss
|
(54,925
|
)
|
(49,349
|
)
|
||||
Total ACM Research, Inc. stockholders’ equity
|
796,202
|
767,390
|
||||||
Non-controlling interests
|
164,591
|
158,772
|
||||||
Total equity
|
960,793
|
926,162
|
||||||
Total liabilities and equity
|
$
|
1,556,749
|
$
|
1,490,908
|
Three Months Ended March 31,
|
||||||||
2024
|
2023
|
|||||||
(Unaudited)
(In thousands, except share and per
share data)
|
||||||||
Revenue
|
$
|
152,191
|
$
|
74,256
|
||||
Cost of revenue
|
73,070
|
34,270
|
||||||
Gross profit
|
79,121
|
39,986
|
||||||
Operating expenses:
|
||||||||
Sales and marketing
|
14,173
|
9,337
|
||||||
Research and development
|
23,918
|
14,029
|
||||||
General and administrative
|
15,798
|
7,758
|
||||||
Total operating expenses
|
53,889
|
31,124
|
||||||
Income from operations
|
25,232
|
8,862
|
||||||
Interest income
|
1,774
|
1,785
|
||||||
Interest expense
|
(783
|
)
|
(695
|
)
|
||||
Realized gain from sale of short-term investments
|
273
|
3,994
|
||||||
Unrealized loss on short-term investments
|
(2,595
|
)
|
(654
|
)
|
||||
Other income (expense), net
|
3,080
|
(1,418
|
)
|
|||||
Loss from equity method investments
|
(520
|
)
|
(32
|
)
|
||||
Income before income taxes
|
26,461
|
11,842
|
||||||
Income tax expense
|
(4,369
|
)
|
(2,879
|
)
|
||||
Net income
|
22,092
|
8,963
|
||||||
Less: Net income attributable to non-controlling interests
|
4,659
|
1,818
|
||||||
Net income attributable to ACM Research, Inc.
|
$
|
17,433
|
$
|
7,145
|
||||
Comprehensive income (loss):
|
||||||||
Net income
|
22,092
|
8,963
|
||||||
Foreign currency translation adjustment, net of tax
|
(6,829
|
)
|
9,423
|
|||||
Comprehensive Income
|
15,263
|
18,386
|
||||||
Less: Comprehensive income attributable to non-controlling interests
|
3,406
|
3,462
|
||||||
Comprehensive income attributable to ACM Research, Inc.
|
$
|
11,857
|
$
|
14,924
|
||||
Net income attributable to ACM Research, Inc. per common share:
|
||||||||
Basic
|
$
|
0.28
|
$
|
0.12
|
||||
Diluted
|
$
|
0.26
|
$
|
0.11
|
||||
Weighted average common shares outstanding used in computing per share amounts:
|
||||||||
Basic
|
61,367,184
|
59,736,764
|
||||||
Diluted
|
66,242,321
|
65,058,777
|
|
Three Months Ended March 31,
|
|||||||
|
2024
|
2023
|
||||||
|
(Unaudited)
($ in thousands)
|
|||||||
Single wafer cleaning, Tahoe and semi-critical cleaning equipment
|
$
|
109,470
|
$
|
36,614
|
||||
ECP (front-end and packaging), furnace and other technologies
|
25,800
|
26,598
|
||||||
Advanced packaging (excluding ECP), services & spares
|
16,921
|
11,044
|
||||||
Total Revenue by Product Category
|
$
|
152,191
|
$
|
74,256
|
||||
2023 |
2022 |
|||||||
Mainland China
|
$ |
152,135
|
$ |
72,458
|
||||
Other Regions
|
56
|
1,798
|
||||||
Total Revenue by Region
|
$ |
152,191
|
$ |
74,256
|
Three Months Ended March 31,
|
||||||||||||||||||||||||||||||||
2024
|
2023
|
|||||||||||||||||||||||||||||||
Actual
(GAAP)
|
|
SBC
|
|
Other non-
operating
adjustments
|
Adjusted
(Non-GAAP)
|
|
Actual
(GAAP)
|
SBC
|
|
Other non-
operating
adjustments
|
Adjusted
(Non-GAAP)
|
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Revenue
|
$
|
152,191
|
$
|
-
|
$
|
-
|
$
|
152,191
|
$
|
74,256
|
$
|
-
|
$
|
-
|
$
|
74,256
|
||||||||||||||||
Cost of revenue
|
(73,070
|
)
|
(781
|
)
|
-
|
(72,289
|
)
|
(34,270
|
)
|
(125
|
)
|
-
|
(34,145
|
)
|
||||||||||||||||||
Gross profit
|
79,121
|
(781
|
)
|
-
|
79,902
|
39,986
|
(125
|
)
|
-
|
40,111
|
||||||||||||||||||||||
Gross margin
|
52.0
|
%
|
0.5
|
%
|
-
|
52.5
|
%
|
53.8
|
%
|
0.2
|
%
|
-
|
54.0
|
%
|
||||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||||||||||
Sales and marketing
|
(14,173
|
)
|
(3,027
|
)
|
-
|
(11,146
|
)
|
(9,337
|
)
|
(431
|
)
|
-
|
(8,906
|
)
|
||||||||||||||||||
Research and development
|
(23,918
|
)
|
(4,503
|
)
|
-
|
(19,415
|
)
|
(14,029
|
)
|
(701
|
)
|
-
|
(13,328
|
)
|
||||||||||||||||||
General and administrative
|
(15,798
|
)
|
(6,258
|
)
|
-
|
(9,540
|
)
|
(7,758
|
)
|
(811
|
)
|
-
|
(6,947
|
)
|
||||||||||||||||||
Total operating expenses
|
(53,889
|
)
|
(13,788
|
)
|
-
|
(40,101
|
)
|
(31,124
|
)
|
(1,943
|
)
|
-
|
(29,181
|
)
|
||||||||||||||||||
Income (loss) from operations
|
$
|
25,232
|
$
|
(14,569
|
)
|
$
|
-
|
$
|
39,801
|
$
|
8,862
|
$
|
(2,068
|
)
|
$
|
-
|
$
|
10,930
|
||||||||||||||
Unrealized loss on short-term investments
|
(2,595
|
)
|
-
|
(2,595
|
)
|
-
|
(654
|
)
|
-
|
(654
|
)
|
-
|
||||||||||||||||||||
Net income (loss)
attributable to ACM Research, Inc.
|
$
|
17,433
|
$
|
(14,569
|
)
|
$
|
(2,595
|
)
|
$
|
34,597
|
$
|
7,145
|
$
|
(2,068
|
)
|
$
|
(654
|
)
|
$
|
9,867
|
||||||||||||
Basic EPS
|
$
|
0.28
|
$
|
0.56
|
$
|
0.12
|
$
|
0.17
|
||||||||||||||||||||||||
Diluted EPS
|
$
|
0.26
|
$
|
0.52
|
$
|
0.11
|
$
|
0.15
|