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
|
|
14,085,315
shares outstanding as of November 9, 2018
|
Class B
Common Stock, $0.0001 par value
|
|
1,918,423
shares outstanding as of November 9, 2018
|
4
|
||
4
|
||
|
4
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
7
|
|
23
|
||
37
|
||
37
|
||
38
|
||
38
|
||
39
|
||
39
|
||
40
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||
|
2018
|
2017
|
2018
|
2017
|
|
(unaudited)
|
|||
|
(in thousands, except share and per share data)
|
|||
Revenue
|
$
23,179
|
$
4,891
|
$
53,795
|
$
19,314
|
Cost
of revenue
|
12,892
|
2,692
|
29,662
|
11,262
|
Gross profit
|
10,287
|
2,199
|
24,133
|
8,052
|
Operating
expenses:
|
|
|
|
|
Sales
and marketing
|
3,229
|
1,036
|
7,766
|
3,619
|
Research
and development
|
2,264
|
1,209
|
6,224
|
3,076
|
General
and administrative
|
1,390
|
1,264
|
6,312
|
4,422
|
Total operating expenses, net
|
6,883
|
3,509
|
20,302
|
11,117
|
Income (loss) from operations
|
3,404
|
(1,310
)
|
3,831
|
(3,065
)
|
Interest
income
|
3
|
2
|
20
|
7
|
Interest
expense
|
(112
)
|
(33
)
|
(364
)
|
(197
)
|
Other
income (expense), net
|
902
|
(239
)
|
1,213
|
(531
)
|
Equity
income in net income of affiliates
|
117
|
20
|
235
|
20
|
Income (loss) before income taxes
|
4,314
|
(1,560
)
|
4,935
|
(3,766
)
|
Income
tax benefit (expense) (note 15)
|
(461
)
|
278
|
(647
)
|
(471
)
|
Net income (loss)
|
3,853
|
(1,282
)
|
4,288
|
(4,237
)
|
Less:
net loss attributable to non-controlling interests
|
-
|
(327
)
|
-
|
(535
)
|
Net income (loss) attributable to ACM Research, Inc.
|
$
3,853
|
$
(955
)
|
$
4,288
|
$
(3,702
)
|
Comprehensive
income (loss)
|
|
|
|
|
Net
income (loss)
|
3,853
|
(1,282
)
|
4,288
|
(4,237
)
|
Foreign
currency translation adjustment
|
(746
)
|
228
|
(1,077
)
|
492
|
Comprehensive income (loss)
|
3,107
|
(1,054
)
|
3,211
|
(3,745
)
|
Less:
Comprehensive loss attributable to non-controlling
interests
|
-
|
(237
)
|
-
|
(347
)
|
Total comprehensive income (loss) attributable to
ACM Research, Inc. (note 2)
|
$
3,107
|
$
(817
)
|
$
3,211
|
$
(3,398
)
|
|
|
|
|
|
Net
income (loss) attributable to ACM Research, Inc. per common share
(note 2):
|
|
|
|
|
Basic
|
$
0.24
|
$
(0.17
)
|
$
0.27
|
$
(0.72
)
|
Diluted
|
$
0.21
|
$
(0.17
)
|
$
0.24
|
$
(0.72
)
|
|
|
|
|
|
Weighted
average common shares outstanding used in computing per share
amounts (note 2):
|
|
|
|
|
Basic
|
15,915,864
|
5,581,637
|
15,714,310
|
5,148,255
|
Diluted
|
18,169,807
|
5,581,637
|
17,816,101
|
5,148,255
|
|
Three
Months Ended
September 30, |
Nine Months Ended
September 30,
|
||
|
2018
|
2017
|
2018
|
2017
|
Numerator:
|
|
|
|
|
Net
income (loss)
|
$
3,853
|
$
(1,282
)
|
$
4,288
|
$
(4,237
)
|
Net
income (loss) attributable to
non-controlling
interest
|
-
|
(327
)
|
-
|
(535
)
|
Net
income (loss) attributable to ACM,
basic
and diluted
|
3,853
|
(955
)
|
4,288
|
(3,702
)
|
Denominator:
|
|
|
|
|
Weighted
average shares outstanding, basic
|
15,915,864
|
5,581,637
|
15,714,310
|
5,148,255
|
Effect
of dilutive securities
|
2,253,943
|
-
|
2,101,791
|
-
|
Weighted
average shares outstanding, diluted
|
18,169,807
|
5,581,637
|
17,816,101
|
5,148,255
|
Net
income (loss) attributable to ACM per common share:
|
|
|
|
|
Basic
|
$
0.24
|
$
(0.17
)
|
$
0.27
|
$
(0.72
)
|
Diluted
|
$
0.21
|
$
(0.17
)
|
$
0.24
|
$
(0.72
)
|
|
September 30,
|
December 31,
|
|
2018
|
2017
|
Accounts
receivable
|
$
30,965
|
$
26,762
|
Less:
Allowance for doubtful accounts
|
-
|
-
|
Total
|
$
30,965
|
$
26,762
|
|
September 30,
2018
|
December 31,
2017
|
Raw
materials
|
$
11,255
|
$
6,181
|
Work
in process
|
8,452
|
4,328
|
Finished
goods
|
10,102
|
4,879
|
Total
inventory, gross
|
29,809
|
15,388
|
Inventory
reserve
|
-
|
-
|
Total
inventory, net
|
$
29,809
|
$
15,388
|
|
September 30,
2018
|
December 31,
2017
|
Manufacturing
equipment
|
$
9,588
|
$
9,660
|
Office
equipment
|
501
|
463
|
Transportation
equipment
|
193
|
203
|
Leasehold
improvement
|
236
|
277
|
Total
cost
|
10,518
|
10,603
|
Less:
Total accumulated depreciation
|
(8,035
)
|
(8,263
)
|
Construction
in progress
|
1,110
|
-
|
Total
property, plant and equipment, net
|
$
3,593
|
$
2,340
|
|
September 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 March 13, 2019 with annual interest rate of 5.22%, secured
by certain of the Company’s intellectual property and the
Company’s CEO.
|
1,454
|
-
|
Line
of credit up to $30 million RMB from Bank of China Pudong Branch,
due on March 27, 2019 with annual interest rate of 5.22%, secured
by certain of the Company’s intellectual property and the
Company’s CEO.
|
1,454
|
-
|
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 Company’s 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 Company’s CEO.
|
3,135
|
-
|
Line
of credit up to $50 million RMB from Bank of Shanghai Pudong
Branch, due on February 14, 2019 with an annual interest rate of
5.15%, guaranteed by the Company’s CEO.
|
485
|
-
|
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 Company’s CEO and pledged by accounts
receivable.
|
727
|
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 Company’s CEO and pledged by
accounts receivable.
|
1,454
|
-
|
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%.
|
1,454
|
-
|
Total
|
$
10,163
|
$
5,095
|
|
September 30,
2018
|
December 31,
2017
|
Lease
expenses and payable for leasehold improvement due to a related
party (note 11)
|
$
-
|
$
2,024
|
Accrued
commissions
|
2,466
|
836
|
Accrued
warranty
|
1,581
|
839
|
Accrued
payroll
|
444
|
745
|
Accrued
professional fees
|
113
|
60
|
Accrued
machine testing fees
|
1,793
|
684
|
Others
|
1,693
|
849
|
Total
|
$
8,090
|
$
6,037
|
|
September 30,
2018
|
December 31,
2017
|
Subsidies
to Stress Free Polishing project, commenced in 2008 and
2017
|
$
1,538
|
$
1,952
|
Subsidies
to Electro Copper Plating project, commenced in 2014
|
3,504
|
4,265
|
Subsidies
to Polytetrafluoroethylene, commenced in 2018
|
188
|
-
|
Total
|
$
5,230
|
$
6,217
|
|
September 30,
2018
|
December 31,
2017
|
2018
|
$
360
|
$
50
|
2019
|
1,353
|
22
|
2020
|
1,331
|
-
|
2021
|
1,360
|
-
|
2022
|
1,395
|
-
|
Total
|
$
5,799
|
$
72
|
|
Number
of Option Shares
|
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
|
745,700
|
1.52
|
8.12
|
|
Exercised
|
(146,398
)
|
0.53
|
2.07
|
|
Expired
|
(4,312
)
|
0.55
|
3.00
|
|
Forfeited
|
(114,475
)
|
0.86
|
3.47
|
|
Outstanding
at September 30, 2018
|
2,526,131
|
0.91
|
4.10
|
7.56
years
|
Vested
and exercisable at September 30, 2018
|
1,232,799
|
|
|
|
|
Nine Months Ended September 30,
2018
|
Fair
value of common share(1)
|
$
5.31- 13.85
|
Expected
term in years(2)
|
6.25
|
Volatility(3)
|
39.14
%-
43.00%
|
Risk-free
interest rate(4)
|
2.55
%-
2.96%
|
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
|
(99,304
)
|
0.45
|
2.09
|
-
|
Expired
|
-
|
-
|
-
|
-
|
Forfeited
|
-
|
-
|
-
|
-
|
Outstanding
at September 30, 2018
|
1,227,372
|
$
0.78
|
2.55
|
6.86 years
|
Vested
and exercisable at September 30, 2018
|
876,478
|
|
|
|
|
Nine Months Ended September 30,
2018
|
Fair
value of common share(1)
|
$
11.07
|
Expected
term in years(2)
|
3.08-5.36
|
Volatility(3)
|
41.53-45.48
%
|
Risk
free interest rate(4)
|
2.39%-2.94
%
|
Expected
dividend(5)
|
0.00
%
|
|
Nine Months Ended September 30,
|
|
|
2018
|
2017
|
|
(
in
thousands
)
|
|
Free Cash Flow Data:
|
|
|
Net
cash used in by operating activities
|
$
(2,733
)
|
$
(4,661
)
|
Purchase
of property and equipment
|
(1,598
)
|
(149
)
|
Purchase
of intangible assets
|
(350
)
|
(37
)
|
Free
cash flow
|
$
(4,681
)
|
$
(4,847
)
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||
|
2018
|
2017
|
2018
|
2017
|
Revenue
|
100.0
%
|
100.0
%
|
100.0
%
|
100.0
%
|
Cost
of revenue
|
55.6
|
55.0
|
55.1
|
58.3
|
Gross
margin
|
44.4
|
45.0
|
44.9
|
41.7
|
Operating
expenses:
|
|
|
|
|
Sales
and marketing
|
13.9
|
21.2
|
14.4
|
18.7
|
Research
and development
|
9.8
|
24.7
|
11.6
|
15.9
|
General
and administrative
|
6.0
|
25.8
|
11.7
|
22.9
|
Total
operating expenses, net
|
29.7
|
71.7
|
37.7
|
57.5
|
Income
(loss) from operations
|
14.7
|
(26.7
)
|
7.2
|
(15.8
)
|
Interest
expense, net
|
(0.5
)
|
(0.7
)
|
(0.6
)
|
(1.0
)
|
Other
income (expense), net
|
3.9
|
(4.9
)
|
2.3
|
(2.7
)
|
Equity
income in net income of affiliates
|
0.5
|
0.4
|
0.4
|
0.1
|
Income
(loss) before income taxes
|
18.6
|
(31.9
)
|
9.3
|
(19.4
)
|
Income
tax (expense) benefit
|
(2.0
)
|
5.7
|
(1.2
)
|
(2.4
)
|
Net
income (loss)
|
16.6
|
(26.2
)
|
8.1
|
(21.8
)
|
Less:
Net income (loss) attributable to non-controlling
interests
|
0
|
(6.7
)
|
0
|
(2.8
)
|
Net
income (loss) attributable to ACM Research, Inc.
|
16.6
%
|
(19.5
)%
|
8.1
%
|
(19.0
)%
|
|
Three Months Ended
September 30,
|
%
Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Revenue
|
$
23,179
|
$
4,891
|
373.9
%
|
|
Three Months Ended
September 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(dollars in thousands)
|
|
|
Cost
of revenue
|
$
12,892
|
$
2,692
|
378.9
%
|
Gross
profit
|
10,287
|
2,199
|
367.8
|
Gross
margin
|
44.38
%
|
44.96
%
|
(0.58
)
|
|
Three Months Ended
September 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Sales
and marketing expense
|
$
3,229
|
$
1,036
|
211.7
%
|
Research
and development expense
|
2,264
|
1,209
|
87.3
|
General
and administrative expense
|
1,390
|
1,264
|
10.0
|
Total
operating expenses
|
$
6,883
|
$
3,509
|
96.2
|
|
Three Months Ended
September 30,
|
%
Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in
thousands)
|
|
|
Interest
expense, net
|
$
(109
)
|
$
(31
)
|
251.6
%
|
Other
income (expense), net
|
902
|
(239
)
|
(477.4
)
|
|
Three Months
Ended September 30,
|
|
|
2018
|
2017
|
|
(in
thousands)
|
|
Current:
|
|
|
U.S.
federal
|
$
-
|
$
-
|
U.S.
state
|
|
-
|
Foreign
|
(461
)
|
-
|
Total
current income tax expense
|
(461
)
|
-
|
Deferred:
|
|
|
U.S.
federal
|
-
|
-
|
U.S.
state
|
|
|
Foreign
|
-
|
278
|
Total
deferred income benefit
|
-
|
278
|
Total
current income tax (expense) benefit
|
$
(461
)
|
$
278
|
|
Nine Months Ended September 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Revenue
|
$
53,795
|
$
19,314
|
178.5
%
|
|
Nine Months Ended September 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in
thousands)
|
|
|
Cost
of revenue
|
$
29,662
|
$
11,262
|
163.4
%
|
Gross
profit
|
24,133
|
8,052
|
199.7
|
Gross
margin
|
44.86
%
|
41.69
%
|
3.2
|
|
Nine Months Ended September 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Sales
and marketing expense
|
$
7,766
|
$
3,619
|
114.6
%
|
Research
and development expense
|
6,224
|
3,076
|
102.3
|
General
and administrative expense
|
$
6,312
|
$
4,422
|
42.7
|
Total
operating expenses
|
$
20,302
|
$
11,117
|
82.6
|
|
Nine Months Ended September 30,
|
% Change
|
|
|
2018
|
2017
|
2017 v 2018
|
|
(in thousands)
|
|
|
Interest
expense, net
|
$
(344
)
|
$
(190
)
|
81.1
%
|
Other
income (expense), net
|
$
1,213
|
$
(531
)
|
(328.4
)
|
|
Nine Months Ended September 30,
|
|
|
2018
|
2017
|
|
(in
thousands)
|
|
Current:
|
|
|
U.S.
federal
|
$
-
|
$
-
|
U.S.
state
|
|
-
|
Foreign
|
647
|
-
|
Total
current income tax expense
|
647
|
-
|
Deferred:
|
|
|
U.S.
federal
|
|
-
|
U.S.
state
|
|
|
Foreign
|
|
471
|
Total
deferred income expense
|
-
|
471
|
Total
current income tax expense
|
$
647
|
$
471
|
Lender
|
|
Agreement Date
|
|
Maturity Date
|
Annual Interest Rate
|
Maximum Borrowing Amount(1)
|
Amount Outstanding at September 30, 2018
|
|
|
|
|
|
|
(in thousands)
|
|
Bank of China Pudong Branch
|
|
August 2018
|
|
August 2019
|
5.22
%
|
RMB30,000
|
RMB20,000
|
|
|
|
|
|
|
$
4,362
|
$
2,908
|
Bank of Shanghai Pudong Branch
|
|
February 2018
|
|
January 2019
|
5.15
%
|
RMB50,000
|
RMB24,893
|
|
|
|
|
|
|
$
7,800
|
$
3,620
|
Shanghai Rural Commercial Bank
|
|
September 2017
|
|
September 2018
|
5.44
%
|
RMB
5,000
|
RMB
5,000
|
|
|
|
|
|
|
$
727
|
$
727
|
|
|
January 2018
|
|
January
2019
|
5.44
%
|
RMB10,000
|
RMB10,000
|
|
|
|
|
|
|
$
1,454
|
$
1,454
|
|
|
|
|
|
|
|
|
Bank
of Communications
|
|
December
2017
|
|
December
2018
|
5.66
%
|
RMB10,000
|
RMB10,000
|
|
|
|
|
|
|
$
1,454
|
$
1,454
|
|
|
|
|
|
|
RMB105,000
|
RMB69,893
|
|
|
|
|
|
|
$
15,797
|
$
10,163
|
|
September 30,
2018
|
Cash
and cash equivalents
|
$
18,238
|
Accounts
receivable, less allowance for doubtful amounts
|
30,965
|
Inventory
|
29,809
|
Total
selected working capital
|
$
79,012
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
Line of
Credit Agreement dated January 19, 2018 between ACM Research
(Shanghai), Inc. and Shanghai Rural Commercial
Bank
|
|
|
|
Line of
Credit Agreement dated February 2, 2018 between ACM Research
(Shanghai), Inc. and Bank of Shanghai Pudong Branch
|
|
|
|
Line of Credit
Agreement dated August 24, 2018 between ACM Research
(Shanghai), Inc. and Bank of China Shanghai Pudong
Branch
|
|
|
|
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: November
14, 2018
|
By:
|
/s/
Lisa
Feng
|
|
|
|
Lisa
Feng
|
|
|
|
Interim Chief
Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial Officer)
|
|
Dated:
November 14, 2018
|
By:
|
/s/
David H.
Wang
|
|
|
David
H. Wang
Chief
Executive Officer and President
(Principal
Executive Officer)
|
Dated:
November 14, 2018
|
By:
|
/s/
Lisa
Feng
|
|
|
Lisa
Feng
Interim
Chief Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial Officer)
|
Dated:
November 14, 2018
|
By:
|
/s/
David H.
Wang
|
|
|
David
H. Wang
Chief
Executive Officer and President
(Principal
Executive Officer)
|
Dated:
November 14, 2018
|
By:
|
/s/
Lisa
Feng
|
|
|
Lisa
Feng
Interim
Chief Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial Officer)
|