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, 2025
|
||
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, 2025 |
|
Three Months Ended March 31,
|
||||||||||||||||
GAAP
|
Non-GAAP(1)
|
|||||||||||||||
2025
|
2024
|
2025
|
2024
|
|||||||||||||
(dollars in thousands, except EPS)
|
||||||||||||||||
Revenue
|
$
|
172,347
|
$
|
152,191
|
$
|
172,347
|
$
|
152,191
|
||||||||
Gross margin
|
47.9
|
%
|
52.0
|
%
|
48.2
|
%
|
52.5
|
%
|
||||||||
Income from operations
|
$
|
25,777
|
$
|
25,232
|
$
|
35,594
|
$
|
39,801
|
||||||||
Net income attributable to ACM Research, Inc.
|
$
|
20,380
|
$
|
17,433
|
$
|
31,279
|
$
|
34,597
|
||||||||
Basic EPS
|
$
|
0.32
|
$
|
0.28
|
$
|
0.49
|
$
|
0.56
|
||||||||
Diluted EPS
|
$
|
0.30
|
$
|
0.26
|
$
|
0.46
|
$
|
0.52
|
(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 (loss) attributable to ACM Research, Inc. and basic and diluted earnings per share, also exclude unrealized gain
(loss) on short-term investments.
|
• |
Shipments. Total shipments in the first quarter of 2025 were $157 million, compared to $245 million for the first quarter of
2024. This decrease is due in part to customer pull-ins in the fourth quarter of 2024, which contributed to stronger total shipments for that period. For reference, combined total shipments for the fourth quarter of 2024 and the first
quarter of 2025 grew by 8.9% versus the prior year periods. We anticipate a return to year-on-year growth in total shipments for the second quarter of 2025. Total shipments include deliveries for revenue in the quarter and deliveries of
first tool systems awaiting customer acceptance for potential revenue in future quarters.
|
• |
Qualification of High-Temp SPM Tool in China. ACM’s single-wafer high-temperature SPM tool was qualified by a key logic device manufacturer in mainland China. Featuring a proprietary nozzle that reduces acid mist and maintenance
needs, the tool enhances particle control and system uptime. It supports wet etching and wafer cleaning for technology nodes at 28nm and below. ACM has now delivered SPM tools to 13 customers.
|
• |
Recognized for Innovation in High-Volume Fan-Out Panel-Level Packaging Solutions. ACM won the 2025 3D InCites Technology Enablement Award for its Ultra ECP ap-p tool, the first commercially available high-volume copper deposition system for the
large panel market. This innovative system supports advanced panel sizes and delivers high uniformity through ACM’s proprietary horizontal plating approach, which we expect to help address integration challenges in advanced semiconductor
packaging.
|
• |
Appointment of New Board Member. ACM appointed Charlie Pappis to its Board of Directors, effective March 15, 2025.
|
• |
Revenue was $172.3 million, up 13.2%, reflecting higher sales of single wafer cleaning, Tahoe and semi-critical cleaning equipment and ECP (front-end and packaging), furnace and other technologies.
|
• |
Gross margin was 47.9% versus 52.0%. Non-GAAP gross margin, which excludes stock-based compensation, was 48.2% versus 52.5%. Gross margin exceeded ACM’s previously disclosed long-term business model target range of 42% to 48%. 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 $56.8 million, up 5.4%. Operating expenses as a percentage of revenue decreased to 32.9% from 35.4%. Non-GAAP operating expenses, which exclude the effect of stock-based compensation, were $47.5
million, up 18.4%. Non-GAAP operating expenses as a percentage of revenue increased to 27.6% from 26.3%.
|
• |
Operating income was $25.8 million, up 2.2%. Operating margin was 15.0% compared
to 16.6%. Non-GAAP operating income, which excludes the effect of stock-based compensation, was $35.6
million, a decrease of 10.6%. Non-GAAP operating margin, which excludes stock-based compensation, was 20.7% compared to 26.2%.
|
• |
Unrealized loss on short-term investments was $1.1 million, compared to $2.6 million.
Unrealized loss reflects the change in market value of the investments by ACM’s principal operating subsidiary, ACM Research (Shanghai), Inc. The value is marked-to-market quarterly and is excluded in the non-GAAP financial metrics.
|
• |
Income tax expense was $2.2 million, compared to $4.4 million.
|
• |
Net income attributable to ACM Research, Inc. was $20.4 million, compared to $17.4 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 $31.3 million, compared to $34.6 million.
|
• |
Net income per diluted share attributable to ACM Research, Inc. was $0.30, compared to $0.26. Non-GAAP net income per diluted share, which
excludes the effect of stock-based compensation and unrealized loss on short-term investments, was $0.46, compared to $0.52.
|
• |
Cash and cash equivalents, plus restricted cash and short-term and long-term time deposits were $498.4 million at March 31, 2025, compared to $441.9 million at December 31, 2024.
|
In the United States:
|
The Blueshirt Group
|
Steven C. Pelayo, CFA
|
|
(360)808-5154
|
|
steven@blueshirtgroup.co
|
|
In China:
|
The Blueshirt Group Asia
|
Gary Dvorchak, CFA
|
|
+86 (138) 1079-1480
|
|
gary@blueshirtgroup.co
|
March 31, 2025
|
December 31, 2024
|
|||||||
(Unaudited)
|
||||||||
(In thousands)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
457,240
|
$
|
407,445
|
||||
Restricted cash
|
10,586
|
3,865
|
||||||
Short-term time deposits
|
17,202
|
17,277
|
||||||
Short-term investment
|
18,319
|
19,373
|
||||||
Accounts receivable, net
|
387,849
|
387,045
|
||||||
Other receivables
|
35,050
|
41,859
|
||||||
Inventories, net
|
609,567
|
597,984
|
||||||
Advances to related party
|
1,384
|
1,024
|
||||||
Prepaid expenses and other current assets
|
10,677
|
7,507
|
||||||
Total current assets
|
1,547,874
|
1,483,379
|
||||||
Property, plant and equipment, net
|
277,065
|
269,272
|
||||||
Operating lease right-of-use assets, net
|
17,747
|
14,038
|
||||||
Intangible assets, net
|
2,997
|
3,461
|
||||||
Long-term time deposits
|
13,393
|
13,275
|
||||||
Deferred tax assets
|
16,457
|
14,781
|
||||||
Long-term investments
|
54,814
|
37,063
|
||||||
Other long-term assets
|
3,421
|
20,452
|
||||||
Total assets
|
$
|
1,933,768
|
$
|
1,855,721
|
||||
Liabilities and Equity
|
||||||||
Current liabilities:
|
||||||||
Short-term borrowings
|
$
|
24,951
|
$
|
32,814
|
||||
Current portion of long-term borrowings
|
67,935
|
44,472
|
||||||
Related party accounts payable
|
19,285
|
16,133
|
||||||
Accounts payable
|
116,441
|
139,294
|
||||||
Advances from customers
|
241,456
|
243,949
|
||||||
Deferred revenue
|
10,781
|
8,537
|
||||||
Income taxes payable
|
6,168
|
12,779
|
||||||
FIN-48 payable
|
19,483
|
19,466
|
||||||
Other payables and accrued expenses
|
118,814
|
121,657
|
||||||
Current portion of operating lease liability
|
3,564
|
2,132
|
||||||
Total current liabilities
|
628,878
|
641,233
|
||||||
Long-term borrowings
|
134,540
|
105,525
|
||||||
Long-term operating lease liability
|
6,149
|
3,840
|
||||||
Other long-term liabilities
|
8,848
|
9,217
|
||||||
Total liabilities
|
778,415
|
759,815
|
||||||
Commitments and contingencies
|
||||||||
Equity:
|
||||||||
Stockholders’ equity:
|
||||||||
Class A Common stock
|
6
|
6
|
||||||
Class B Common stock
|
1
|
1
|
||||||
Additional paid-in capital
|
700,191
|
677,476
|
||||||
Retained earnings
|
280,380
|
260,000
|
||||||
Statutory surplus reserve
|
30,514
|
30,514
|
||||||
Accumulated other comprehensive loss
|
(61,946
|
)
|
(63,372
|
)
|
||||
Total ACM Research, Inc. stockholders’ equity
|
949,146
|
904,625
|
||||||
Non-controlling interests
|
206,207
|
191,281
|
||||||
Total equity
|
1,155,353
|
1,095,906
|
||||||
Total liabilities and equity
|
$
|
1,933,768
|
$
|
1,855,721
|
Three Months Ended March 31,
|
||||||||
2025
|
2024
|
|||||||
(Unaudited)
|
||||||||
(In thousands, except share and per share data)
|
||||||||
Revenue
|
$
|
172,347
|
$
|
152,191
|
||||
Cost of revenue
|
89,797
|
73,070
|
||||||
Gross profit
|
82,550
|
79,121
|
||||||
Operating expenses:
|
||||||||
Sales and marketing
|
16,343
|
14,173
|
||||||
Research and development
|
27,503
|
23,918
|
||||||
General and administrative
|
12,927
|
15,798
|
||||||
Total operating expenses
|
56,773
|
53,889
|
||||||
Income from operations
|
25,777
|
25,232
|
||||||
Interest income
|
3,339
|
1,774
|
||||||
Interest expense
|
(1,558
|
)
|
(783
|
)
|
||||
Realized gain from sale of short-term investments
|
-
|
273
|
||||||
Unrealized loss on short-term investments
|
(1,082
|
)
|
(2,595
|
)
|
||||
Other (expense) income, net
|
(262
|
)
|
3,080
|
|||||
Income (loss) from equity method investments
|
952
|
(520
|
)
|
|||||
Income before income taxes
|
27,166
|
26,461
|
||||||
Income tax expense
|
(2,153
|
)
|
(4,369
|
)
|
||||
Net income
|
25,013
|
22,092
|
||||||
Less: Net income attributable to non-controlling interests
|
4,633
|
4,659
|
||||||
Net income attributable to ACM Research, Inc.
|
$
|
20,380
|
$
|
17,433
|
||||
Comprehensive income (loss):
|
||||||||
Net income
|
25,013
|
22,092
|
||||||
Foreign currency translation adjustment, net of tax of nil
|
1,750
|
(6,829
|
)
|
|||||
Comprehensive Income
|
26,763
|
15,263
|
||||||
Less: Comprehensive income attributable to non-controlling interests
|
4,957
|
3,406
|
||||||
Comprehensive income attributable to ACM Research, Inc.
|
$
|
21,806
|
$
|
11,857
|
||||
Net income attributable to ACM Research, Inc. per common share:
|
||||||||
Basic
|
$
|
0.32
|
$
|
0.28
|
||||
Diluted
|
$
|
0.30
|
$
|
0.26
|
||||
Weighted average common shares outstanding used in computing per share amounts:
|
||||||||
Basic
|
63,267,834
|
61,367,184
|
||||||
Diluted
|
66,952,774
|
66,242,321
|
Three Months Ended March 31,
|
||||||||
2025
|
2024
|
|||||||
(Unaudited)
|
||||||||
($ in thousands)
|
||||||||
Single wafer cleaning, Tahoe and semi-critical cleaning equipment
|
$
|
129,569
|
$
|
109,470
|
||||
ECP (front-end and packaging), furnace and other technologies
|
27,630
|
25,800
|
||||||
Advanced packaging (excluding ECP), services & spares
|
15,148
|
16,921
|
||||||
Total Revenue by Product Category
|
$
|
172,347
|
$
|
152,191
|
Three Months Ended March 31,
|
||||||||
2025
|
2024
|
|||||||
Mainland China
|
$
|
169,053
|
$
|
152,135
|
||||
Other Regions
|
3,294
|
56
|
||||||
Total Revenue by Region
|
$
|
172,347
|
$
|
152,191
|
Three Months Ended March 31,
|
||||||||||||||||||||||||||||||||
2025
|
2024
|
|||||||||||||||||||||||||||||||
Actual
|
SBC
|
Other non-operating adjustments
|
Adjusted
|
Actual
|
SBC
|
Other non-operating adjustments
|
Adjusted
|
|||||||||||||||||||||||||
(GAAP)
|
(Non-GAAP)
|
(GAAP)
|
(Non-GAAP)
|
|||||||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Revenue
|
$
|
172,347
|
$
|
-
|
$
|
-
|
$
|
172,347
|
$
|
152,191
|
$
|
-
|
$
|
-
|
$
|
152,191
|
||||||||||||||||
Cost of revenue
|
(89,797
|
)
|
(529
|
)
|
-
|
(89,268
|
)
|
(73,070
|
)
|
(781
|
)
|
-
|
(72,289
|
)
|
||||||||||||||||||
Gross profit
|
82,550
|
(529
|
)
|
-
|
83,079
|
79,121
|
(781
|
)
|
-
|
79,902
|
||||||||||||||||||||||
Gross margin
|
47.9
|
%
|
0.3
|
%
|
-
|
48.2
|
%
|
52.0
|
%
|
0.5
|
%
|
-
|
52.5
|
%
|
||||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||||||||||
Sales and marketing
|
(16,343
|
)
|
(2,157
|
)
|
-
|
(14,186
|
)
|
(14,173
|
)
|
(3,027
|
)
|
-
|
(11,146
|
)
|
||||||||||||||||||
Research and development
|
(27,503
|
)
|
(2,775
|
)
|
-
|
(24,728
|
)
|
(23,918
|
)
|
(4,503
|
)
|
-
|
(19,415
|
)
|
||||||||||||||||||
General and administrative
|
(12,927
|
)
|
(4,356
|
)
|
-
|
(8,571
|
)
|
(15,798
|
)
|
(6,258
|
)
|
-
|
(9,540
|
)
|
||||||||||||||||||
Total operating expenses
|
(56,773
|
)
|
(9,288
|
)
|
-
|
(47,485
|
)
|
(53,889
|
)
|
(13,788
|
)
|
-
|
(40,101
|
)
|
||||||||||||||||||
Income (loss) from operations
|
$
|
25,777
|
$
|
(9,817
|
)
|
$
|
-
|
$
|
35,594
|
$
|
25,232
|
$
|
(14,569
|
)
|
$
|
-
|
$
|
39,801
|
||||||||||||||
Unrealized loss on short-term investments
|
(1,082
|
)
|
-
|
(1,082
|
)
|
-
|
(2,595
|
)
|
-
|
(2,595
|
)
|
-
|
||||||||||||||||||||
Net income (loss) attributable to ACM Research, Inc.
|
$
|
20,380
|
$
|
(9,817
|
)
|
$
|
(1,082
|
)
|
$
|
31,279
|
$
|
17,433
|
$
|
(14,569
|
)
|
$
|
(2,595
|
)
|
$
|
34,597
|
||||||||||||
Basic EPS
|
$
|
0.32
|
$
|
0.49
|
$
|
0.28
|
$
|
0.56
|
||||||||||||||||||||||||
Diluted EPS
|
$
|
0.30
|
$
|
0.46
|
$
|
0.26
|
$
|
0.52
|