Delaware
|
|
94-3290283
|
(State or Other Jurisdiction of Incorporation or
Organization)
|
|
(I.R.S. Employer Identification No.)
|
42307 Osgood Road, Suite I
Fremont, California
|
|
94539
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated
filer
|
☐
(Do not check if a smaller reporting
company)
|
Smaller reporting company
|
☑
|
|
|
Emerging
growth company
|
☑
|
Class
|
|
Number
of Shares Outstanding
|
Class A
Common Stock, $0.0001 par value
|
|
13,963,257
shares outstanding as of August 7,
2018
|
Class B
Common Stock, $0.0001 par value
|
|
1,918,423
shares outstanding as of August 7, 2018
|
TABLE OF CONTENTS
|
||
4
|
||
4
|
||
|
4
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
7
|
|
23
|
||
37
|
||
38
|
||
38
|
||
38
|
||
39
|
||
40
|
||
41
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||
|
2018
|
2017
|
2018
|
2017
|
|
(unaudited)
|
|||
|
(In thousands, except share and per share data)
|
|||
Revenue
|
$
20,873
|
$
8,763
|
$
30,616
|
$
14,423
|
Cost
of revenue
|
12,149
|
5,312
|
16,770
|
8,570
|
Gross
profit
|
8,724
|
3,451
|
13,846
|
5,853
|
Operating
expenses:
|
|
|
|
|
Sales
and marketing
|
2,682
|
1,420
|
4,537
|
2,583
|
Research
and development
|
2,419
|
939
|
3,960
|
1,867
|
General
and administrative
|
1,292
|
1,294
|
4,922
|
3,158
|
Total
operating expenses, net
|
6,393
|
3,653
|
13,419
|
7,608
|
Income (loss)
from operations
|
2,331
|
(202
)
|
427
|
(1,755
)
|
Interest
income
|
14
|
3
|
17
|
5
|
Interest
expense
|
(149
)
|
(86
)
|
(252
)
|
(164
)
|
Other
income (expense), net
|
1,066
|
(228
)
|
311
|
(292
)
|
Equity
income in net income of affiliates
|
117
|
-
|
118
|
-
|
Income (loss)
before income taxes
|
3,379
|
(513
)
|
621
|
(2,206
)
|
Income
tax benefit (expense) (note 15)
|
(164
)
|
32
|
(186
)
|
(749
)
|
Net income
(loss)
|
3,215
|
(481
)
|
435
|
(2,955
)
|
Less:
net income (loss) attributable to non-controlling
interests
|
-
|
177
|
-
|
(208
)
|
Net income (loss) attributable to ACM Research,
Inc.
|
$
3,215
|
$
(658
)
|
$
435
|
$
(2,747
)
|
Comprehensive
income (loss)
|
|
|
|
|
Net
income (loss)
|
3,215
|
(481
)
|
435
|
(2,955
)
|
Foreign
currency translation adjustment
|
(1,036
)
|
220
|
(331
)
|
264
|
Comprehensive
income (loss)
|
2,179
|
(261
)
|
104
|
(2,691
)
|
Less:
Comprehensive income (loss) attributable to non-controlling
interests
|
-
|
259
|
-
|
(110
)
|
Total comprehensive income (loss) attributable to ACM Research,
Inc. (note 2)
|
$
2,179
|
$
(520
)
|
$
104
|
$
(2,581
)
|
|
|
|
|
|
Net
income (loss) attributable to ACM Research, Inc. per common share
(note 2):
|
|
|
|
|
Basic
|
$
0.20
|
$
(0.13
)
|
$
0.03
|
$
(0.56
)
|
Diluted
|
$
0.18
|
$
(0.13
)
|
$
0.02
|
$
(0.56
)
|
|
|
|
|
|
Weighted
average common shares outstanding used in computing per share
amounts (note 2):
|
|
|
|
|
Basic
|
15,838,540
|
5,086,989
|
15,611,863
|
4,927,973
|
Diluted
|
18,119,733
|
5,086,989
|
17,669,650
|
4,927,973
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||
|
2018
|
2017
|
2018
|
2017
|
Numerator:
|
|
|
|
|
Net
income (loss)
|
$
3,215
|
$
(481
)
|
$
435
|
$
(2,955
)
|
Net
income (loss) attributable to
non-controlling
interest
|
-
|
177
|
-
|
(208
)
|
Net
income (loss) attributable to ACM,
basic
and diluted
|
$
3,215
|
$
(658
)
|
$
435
|
$
(2,747
)
|
Denominator:
|
|
|
|
|
Weighted
average shares outstanding, basic
|
15,838,540
|
5,086,989
|
15,611,863
|
4,927,973
|
Effect of dilutive securities
|
2,281,193
|
-
|
2,057,787
|
-
|
Weighted average shares outstanding, diluted
|
18,119,733
|
5,086,989
|
17,669,650
|
4,927,973
|
Net
income (loss) attributable to ACM per common share:
|
|
|
|
|
Basic
|
$
0.20
|
$
(0.13
)
|
$
0.03
|
$
(0.56
)
|
Diluted
|
$
0.18
|
$
(0.13
)
|
$
0.02
|
$
(0.56
)
|
|
June 30,
2018
|
December 31,
2017
|
Accounts
receivable
|
$
33,289
|
$
26,762
|
Less:
Allowance for doubtful accounts
|
-
|
-
|
Total
|
$
33,289
|
$
26,762
|
|
June 30,
2018
|
December 31,
2017
|
Raw
materials
|
$
14,827
|
$
6,181
|
Work
in process
|
7,235
|
4,328
|
Finished
goods
|
5,469
|
4,879
|
Total
inventory, gross
|
27,531
|
15,388
|
Inventory
reserve
|
-
|
-
|
Total
inventory, net
|
$
27,531
|
$
15,388
|
|
June 30,
2018
|
December 31,
2017
|
Manufacturing
equipment
|
$
9,573
|
$
9,660
|
Office
equipment
|
525
|
463
|
Transportation
equipment
|
201
|
203
|
Leasehold
improvement
|
245
|
277
|
Total
cost
|
10,544
|
10,603
|
Less:
Total accumulated depreciation
|
(8,282
)
|
(8,263
)
|
Construction
in progress
|
788
|
-
|
Total
property, plant and equipment, net
|
$
3,050
|
$
2,340
|
|
June 30,
2018
|
December 31,
2017
|
Line
of credit up to $30 million RMB from Bank of China Pudong Branch,
due on March 5, 2018 with annual interest rate of 5.69%, secured by
certain of the Company’s intellectual property and fully
repaid on March 5, 2018
|
$
-
|
$
2,219
|
Line
of credit up to $30 million RMB from Bank of China Pudong Branch,
due on September 11, 2018 with annual interest rate of 5.69%,
secured by certain of the Company’s intellectual property and
guaranteed by the Company’s Chief Executive Officer and
President (“CEO”)
|
1,511
|
-
|
Line
of credit up to $30 million RMB from Bank of China Pudong Branch,
due on September 24, 2018 with annual interest rate of 5.69%,
secured by certain of the Company’s intellectual property and
guaranteed by the CEO
|
1,511
|
-
|
Line
of credit up to $25 million RMB from Bank of Shanghai Pudong
Branch, due on various dates of October, 2018 with an annual
interest rate of 5.66%, guaranteed by the CEO and fully repaid on
May 8, 2018
|
-
|
2,111
|
Line
of credit up to $50 million RMB from Bank of Shanghai Pudong
Branch, due on April 17, 2019 with an annual interest rate of
4.99%, guaranteed by the CEO
|
3,133
|
-
|
Line
of credit up to $5 million RMB from Shanghai Rural Commercial Bank,
due on November 21, 2018 with an annual interest rate of 5.44%,
guaranteed by the CEO and pledged by accounts
receivable
|
755
|
765
|
Line
of credit up to $10 million RMB from Shanghai Rural Commercial
Bank, due on January 23,2019 with an annual interest rate of 5.44%,
guaranteed by the CEO and pledged by accounts
receivable
|
1,511
|
-
|
Line
of credit up to $10 million RMB from Bank of Communications, due on
December 28 2018 with an annual interest rate of 5.66%
|
1,511
|
-
|
Total
|
$
9,932
|
$
5,095
|
|
June 30,
2018
|
December 31,
2017
|
Lease
expenses and payable for leasehold improvement due to a related
party (note 11)
|
$
162
|
$
2,024
|
Accrued
commissions
|
1,574
|
836
|
Accrued
warranty
|
1,256
|
839
|
Accrued
payroll
|
432
|
745
|
Accrued
professional fees
|
253
|
60
|
Accrued
machine testing fees
|
1,295
|
684
|
Others
|
1,546
|
849
|
Total
|
$
6,518
|
$
6,037
|
|
June 30,
2018
|
December 31,
2017
|
Subsidies
to Stress Free Polishing project, commenced in 2008 and
2017
|
$
1,720
|
$
1,952
|
Subsidies
to Electro Copper Plating project, commenced in 2014
|
3,943
|
4,265
|
Subsidies
to Polytetrafluoroethylene, commenced in 2018
|
206
|
-
|
Total
|
$
5,869
|
$
6,217
|
|
June 30,
2018
|
December 31,
2017
|
2018
|
$
601
|
$
50
|
2019
|
1,383
|
22
|
2020
|
1,362
|
-
|
2021
|
1,392
|
-
|
2022
|
1,428
|
-
|
Total
|
$
6,166
|
$
72
|
|
Number of Option Shared
|
Weighted Average Grant Date Fair Value
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Outstanding
at December 31, 2017
|
2,045,616
|
$
0.66
|
$
2.46
|
7.57
years
|
Granted
|
500,000
|
2.26
|
5.31
|
|
Exercised
|
(118,059
)
|
0.50
|
2.07
|
|
Expired
|
(2,575
)
|
0.55
|
3.00
|
|
Forfeited
|
(100,887
)
|
0.77
|
3.18
|
|
Outstanding
at June 30, 2018
|
2,324,095
|
1.01
|
3.05
|
7.58
years
|
Vested
and exercisable at June 30, 2018
|
1,168,983
|
|
|
|
|
January 25,
2018
|
Fair
value of common share(1)
|
$
5.31
|
Expected
term in years(2)
|
6.25
|
Volatility(3)
|
39.14
%
|
Risk
free interest rate(4)
|
2.55
%
|
Expected
dividend(5)
|
0.00
%
|
|
Number of Option Shares
|
Weighted Average Grant Date Fair Value
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Outstanding
at December 31, 2017
|
1,326,676
|
$
0.78
|
2.52
|
7.54
years
|
Granted
|
-
|
-
|
-
|
-
|
Exercised
|
(16,667
)
|
0.50
|
3.00
|
-
|
Expired
|
-
|
-
|
-
|
-
|
Forfeited
|
-
|
-
|
-
|
-
|
Outstanding
at June 30, 2018
|
1,310,009
|
$
0.76
|
2.51
|
7.03
years
|
Vested
and exercisable at June 30, 2018
|
900,569
|
|
|
|
|
June 30,
2018
|
Fair
value of common share(1)
|
$
10.78
|
Expected
term in years(2)
|
3.08-5.36
|
Volatility(3)
|
43.50-45.48
%
|
Risk
free interest rate(4)
|
2.39
%-2.73%
|
Expected
dividend(5)
|
0.00
%
|
|
Six Months Ended
June 30,
|
|
|
2018
|
2017
|
|
(in
thousands)
|
|
Adjusted EBITDA Data:
|
|
|
Net
income (loss) attributable to ACM Research, Inc.
|
$
435
|
$
(2,747
)
|
Interest
expense, net
|
235
|
159
|
Income
tax expense
|
186
|
749
|
Depreciation
and amortization
|
173
|
118
|
Stock-based
compensation
|
2,360
|
1,348
|
Adjusted
EBITDA
|
$
3,389
|
$
(373
)
|
|
Six Months Ended
June 30,
|
|
|
2018
|
2017
|
|
(in
thousands
)
|
|
Free Cash Flow Data:
|
|
|
Net
cash (used in) provided by operating activities
|
$
(4,118
)
|
$
2,983
|
Purchase
of property and equipment
|
(882
)
|
(26
)
|
Purchase
of intangible assets
|
(157
)
|
(36
)
|
Free
cash flow
|
$
(5,157
)
|
$
2,921
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||
|
2018
|
2017
|
2018
|
2017
|
Revenue
|
100.0
%
|
100.0
%
|
100.0
%
|
100.0
%
|
Cost
of revenue
|
58.2
|
60.6
|
54.8
|
59.4
|
Gross
margin
|
41.8
|
39.4
|
45.2
|
40.6
|
Operating
expenses:
|
|
|
|
|
Sales
and marketing
|
12.8
|
16.2
|
14.8
|
17.9
|
Research
and development
|
11.6
|
10.7
|
12.9
|
2.9
|
General
and administrative
|
6.2
|
14.8
|
16.1
|
21.9
|
Total
operating expenses, net
|
30.6
|
41.7
|
43.8
|
52.7
|
Income
(loss) from operations
|
11.2
|
(2.3
)
|
1.4
|
(12.1
)
|
Interest
expense, net
|
(0.6
)
|
(1.0
)
|
(0.7
)
|
(1.1
)
|
Other
income (expense), net
|
5.1
|
(2.6
)
|
1.0
|
(2.0
)
|
Equity
income in net income of affiliates
|
0.6
|
-
|
0.4
|
-
|
Income
(loss) before income taxes
|
16.3
|
(5.9
)
|
2.1
|
(15.3
)
|
Income
tax (expense) benefit
|
(0.8
)
|
0.4
|
(0.6
)
|
(5.2
)
|
Net
income (loss)
|
15.4
|
(5.5
)
|
1.5
|
(20.5
)
|
Less:
Net income (loss) attributable to non-controlling
interests
|
-
|
2.0
|
-
|
(1.4
)
|
Net
income( loss) attributable to ACM Research, Inc.
|
15.5
%
|
(7.5
%)
|
1.5
%
|
(19.0
%)
|
|
Three Months Ended
June 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Revenue
|
$
20,873
|
$
8,763
|
138.2
%
|
|
Three Months Ended
June 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(dollars in thousands)
|
|
|
Cost
of revenue
|
$
12,149
|
$
5,312
|
128.7
%
|
Gross
profit
|
8,724
|
3,451
|
152.8
|
Gross
margin
|
41.8
%
|
39.4
%
|
2.4
|
|
Three Months Ended
June 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Sales
and marketing expense
|
$
2,682
|
$
1,420
|
88.9
%
|
Research
and development expense
|
2,419
|
939
|
157.6
|
General
and administrative expense
|
1,292
|
1,294
|
0.0
|
Total
operating expenses
|
$
6,393
|
$
3,653
|
75.0
|
|
Three
Months Ended
June
30,
|
%
Change
|
|
|
2018
|
2017
|
2017 v
2018
|
|
(in
thousands)
|
|
|
Interest
expense, net
|
$
(135
)
|
$
(83
)
|
62.7
%
|
Other
income (expense), net
|
1,066
|
(228
)
|
(567.5
)
|
|
Three Months
Ended
June
30,
|
|
|
2018
|
2017
|
|
(in
thousands)
|
|
Current:
|
|
|
U.S.
federal
|
$
-
|
$
-
|
U.S.
state
|
|
-
|
Foreign
|
(164
)
|
-
|
Total
current income tax benefit (expense)
|
(164
)
|
-
|
Deferred:
|
|
|
U.S.
federal
|
-
|
-
|
U.S.
state
|
|
|
Foreign
|
-
|
32
|
Total
deferred income benefit (expense)
|
-
|
32
|
Total
current income tax benefit (expense)
|
$
(164
)
|
$
32
|
|
Six Months Ended
June 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Revenue
|
$
30,616
|
$
14,423
|
112.3
%
|
|
Six Months Ended
June 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in
thousands)
|
|
|
Cost
of revenue
|
$
16,770
|
$
8,570
|
95.7
%
|
Gross
profit
|
$
13,846
|
$
5,853
|
136.6
|
Gross
margin
|
45.2
%
|
40.6
%
|
4.6
|
|
Six Months Ended
June 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Sales
and marketing expense
|
$
4,537
|
$
2,583
|
75.7
%
|
Research
and development expense
|
3,960
|
1,867
|
112.1
|
General
and administrative expense
|
4,922
|
3,158
|
55.9
|
Total
operating expenses
|
$
13,419
|
$
7,608
|
76.4
|
|
Six Months Ended
June 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Interest
expense, net
|
$
(235
)
|
$
(159
)
|
48
%
|
Other
income (expense), net
|
311
|
(292
)
|
(206.5
)
|
|
Six Months Ended
June 30,
|
|
|
2018
|
2017
|
|
(in
thousands)
|
|
Current:
|
|
|
U.S.
federal
|
$
-
|
$
-
|
U.S.
state
|
|
-
|
Foreign
|
(186
)
|
-
|
Total
current income tax benefit (expense)
|
(186
)
|
-
|
Deferred:
|
|
|
U.S.
federal
|
|
-
|
U.S.
state
|
|
|
Foreign
|
|
(749
)
|
Total
deferred income benefit (expense)
|
-
|
(749
)
|
Total
current income tax benefit (expense)
|
$
(186
)
|
$
(749
)
|
Lender
|
|
Agreement Date
|
|
Maturity Date
|
|
Annual Interest Rate
|
|
Maximum Borrowing Amount(1)
|
|
Amount Outstanding at June 30,2018
|
|
|
|
|
|
|
|
|
(in thousands)
|
||
Bank of China
Pudong Branch
|
|
August
2017
|
|
September
2018
|
|
5.69%
|
|
RMB30,000
|
|
RMB20,000
|
|
|
|
|
|
|
|
|
$4,533
|
|
$3,022
|
Bank of
Shanghai Pudong Branch
|
|
August
2017
|
|
September
2018
|
|
5.66
|
|
RMB50,000
|
|
RM20,773
|
|
|
|
|
|
|
|
|
$7,800
|
|
$3,133
|
Shanghai Rural
Commercial Bank
|
|
November
2017
|
|
November
2018
|
|
5.44
|
|
RMB15,000
|
|
RM15,000
|
|
|
|
|
-January
2019
|
|
|
|
$2,266
|
|
$2,266
|
Bank of
Communications
|
|
November
2017
|
|
December
2018
|
|
5.66
|
|
RMB10,000
|
|
RMB10,000
|
|
|
|
|
|
|
|
|
$1,511
|
|
$1,511
|
|
|
|
|
|
|
|
|
RMB105,000
|
|
RMB65,733
|
|
|
|
|
|
|
|
|
$16,110
|
|
$9,932
|
|
June 30,
2018
|
|
|
Cash
and cash equivalents
|
$
17,435
|
Accounts
receivable, less allowance for doubtful amounts
|
33,289
|
Inventory
|
27,531
|
Total
selected working capital
|
$
78,255
|
Exhibit
Number
|
Description
|
|
|
10.01
|
Lease Agreement dated April 26,
2018, between ACM Research (Shanghai), Inc. and Zhangjiang Group,
Ltd.
|
Certification of Principal
Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
|
Certification of Principal
Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
|
Certification of Principal
Executive Officer and Principal Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS
|
XBRL Instance
Document
|
101.SCH
|
XBRL Taxonomy Extension Schema
Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation
Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition
Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label
Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension
Presentation Linkbase Document
|
|
ACM RESEARCH,
INC.
|
|
|
|
|
|
|
Date: August 9,
2018
|
By:
|
/s/
Lisa Feng
|
|
|
|
Lisa
Feng
|
|
|
|
Interim Chief
Financial Officer,
Chief Accounting
Officer and Treasurer
|
Dated:
August 9, 2018
|
By:
|
/s/
David H.
Wang
|
|
|
David
H. Wang
Chief
Executive Officer and President
(Principal
Executive Officer)
|
Dated:
August 9, 2018
|
By:
|
/s/
Lisa
Feng
|
|
|
Lisa
Feng
Interim
Chief Financial Officer,
Chief
Accounting Officer and Treasurer
(Principal
Financial Officer)
|
Dated:
August 9, 2018
|
By:
|
/s/
David H.
Wang
|
|
|
David
H. Wang
Chief
Executive Officer and President
(Principal
Executive Officer)
|
Dated:
August 9, 2018
|
By:
|
/s/
Lisa
Feng
|
|
|
Lisa
Feng
Interim
Chief Financial Officer,
Chief
Accounting Officer and Treasurer
(Principal
Financial Officer)
|