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)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on which Registered
|
Class A
Common Stock, $0.0001 par value per share
|
ACMR
|
Nasdaq
Global Market
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
Smaller
reporting company
|
☑
|
|
|
Emerging
growth company
|
☑
|
Class
|
|
Number of Shares Outstanding
|
Class A
Common Stock, $0.0001 par value
|
|
14,259,479
shares outstanding as of August 5, 2019
|
Class B
Common Stock, $0.0001 par value
|
|
1,883,423
shares outstanding as of August 5, 2019
|
PART
I. FINANCIAL
INFORMATION
|
3
|
|
3
|
||
3
|
||
4
|
||
5
|
||
7
|
||
8
|
||
20
|
||
34
|
||
34
|
||
PART
II. OTHER
INFORMATION
|
35
|
|
35
|
||
38
|
||
38
|
||
39
|
|
Three Months
Ended June 30,
|
Six Months Ended
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Revenue
|
$29,010
|
$20,873
|
$49,489
|
$30,616
|
Cost of revenue
|
15,879
|
12,149
|
27,532
|
16,770
|
Gross profit
|
13,131
|
8,724
|
21,957
|
13,846
|
Operating expenses:
|
|
|
|
|
Sales and marketing
|
2,924
|
2,682
|
4,793
|
4,537
|
Research and development
|
3,341
|
2,419
|
6,106
|
3,960
|
General and administrative
|
2,205
|
1,292
|
4,146
|
4,922
|
Total operating expenses, net
|
8,470
|
6,393
|
15,045
|
13,419
|
Income
from operations
|
4,661
|
2,331
|
6,912
|
427
|
Interest income
|
24
|
14
|
33
|
17
|
Interest expense
|
(194)
|
(149)
|
(333)
|
(252)
|
Other
income, net
|
543
|
1,066
|
282
|
311
|
Equity income in net income of affiliates
|
153
|
117
|
269
|
118
|
Income before income taxes
|
5,187
|
3,379
|
7,163
|
621
|
Income tax expense (note 15)
|
(876)
|
(164)
|
(995)
|
(186)
|
Net
income
|
$4,311
|
$3,215
|
$6,168
|
$435
|
Comprehensive income:
|
|
|
|
|
Net income
|
4,311
|
3,215
|
6,168
|
435
|
Foreign currency translation adjustment
|
(968)
|
(1,036)
|
(311)
|
(331)
|
Total comprehensive
Income (note 2)
|
$3,343
|
$2,179
|
$5,857
|
$104
|
|
|
|
|
|
Net income
per common share (note 2):
|
|
|
|
|
Basic
|
$0.27
|
$0.20
|
$0.38
|
$0.03
|
Diluted
|
$0.23
|
$0.18
|
$0.33
|
$0.02
|
|
|
|
|
|
Weighted
average common shares outstanding used in computing per share amounts (note 2):
|
|
|
||
Basic
|
16,090,937
|
15,838,540
|
16,067,924
|
15,611,863
|
Diluted
|
18,604,347
|
18,119,733
|
18,455,534
|
17,669,650
|
|
Common
|
Common
|
|
|
|
|
||
|
Stock
Class A
|
Stock
Class B
|
|
|
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-in Capital
|
Accumulated
Surplus (Deficit)
|
Accumulated
Other Comprehensive Loss
|
Total
Stockholders’ Equity
|
Balance
at April 1, 2019
|
14,176,690
|
$1
|
1,898,423
|
$-
|
$57,371
|
$(1,530)
|
$(200)
|
$55,642
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
4,311
|
-
|
4,311
|
Foreign currency
translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
(968)
|
(968)
|
Exercise of stock
option
|
38,252
|
-
|
-
|
-
|
112
|
-
|
-
|
112
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
618
|
-
|
-
|
618
|
Conversion of class B
common shares to Class A common shares
|
15,000
|
-
|
(15,000)
|
-
|
-
|
-
|
-
|
-
|
Balance
at June 30, 2019
|
14,229,942
|
$1
|
1,883,423
|
$-
|
$58,101
|
$2,781
|
$(1,168)
|
$59,715
|
|
Common
|
Common
|
|
|
|
|
||
|
Stock Class A
|
Stock Class B
|
|
|
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional Paid-in Capital
|
Accumulated Surplus (Deficit)
|
Accumulated Other Comprehensive Income (Loss)
|
Total Stockholders’ Equity
|
Balance at April 1, 2018
|
13,390,270
|
$1
|
2,409,738
|
$-
|
54,915
|
$(12,741)
|
827
|
43,002
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
3,215
|
-
|
3,215
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,036)
|
(1,036)
|
Exercise of
stock option
|
77,504
|
-
|
-
|
-
|
231
|
-
|
-
|
231
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
185
|
-
|
-
|
185
|
Conversion of
class B common shares to Class A common shares
|
489,565
|
-
|
(489,565)
|
-
|
-
|
-
|
-
|
-
|
Balance at June 30, 2018
|
13,957,339
|
$1
|
1,920,173
|
$-
|
55,331
|
$(9,526)
|
$(209)
|
45,597
|
|
Common
Stock Class A
|
Common
Stock Class B
|
|
|
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional Paid-in Capital
|
Accumulated Surplus (Deficit)
|
Accumulated Other Comprehensive Loss
|
Total Stockholders’ Equity
|
Balance at January 1, 2019
|
14,110,315
|
$1
|
1,898,423
|
$-
|
$56,567
|
$(3,387)
|
$(857)
|
$52,324
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
6,168
|
-
|
6,168
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
(311)
|
(311)
|
Exercise of
stock option
|
104,627
|
-
|
-
|
-
|
172
|
-
|
-
|
172
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
1,362
|
-
|
-
|
1,362
|
Conversion of
class B common shares to Class A common shares
|
15,000
|
-
|
(15,000)
|
-
|
-
|
-
|
-
|
-
|
Balance at June 30, 2019
|
14,229,942
|
$1
|
1,883,423
|
$-
|
$58,101
|
$2,781
|
$(1,168)
|
$59,715
|
|
Common
Stock
Class A
|
Common
Stock
Class B
|
|
|
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-in Capital
|
Accumulated
Surplus (Deficit)
|
Accumulated
Other Comprehensive Income (Loss)
|
Total
Stockholders’ Equity
|
Balance
at January 1, 2018
|
12,935,546
|
$1
|
2,409,738
|
$-
|
49,695
|
$(9,961)
|
122
|
39,857
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
435
|
-
|
435
|
Foreign currency
translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
(331)
|
(331)
|
Exercise of stock
option
|
134,726
|
-
|
-
|
-
|
295
|
-
|
-
|
295
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
2,360
|
-
|
-
|
2,360
|
Conversion of class B
common shares to Class A common shares
|
489,565
|
-
|
(489,565)
|
-
|
-
|
-
|
-
|
-
|
Exercise of common
stock warrant issued to SMC
|
397,502
|
-
|
-
|
-
|
2,981
|
-
|
-
|
2,981
|
Balance
at June 30, 2018
|
13,957,339
|
$1
|
1,920,173
|
$-
|
55,331
|
$(9,526)
|
$(209)
|
45,597
|
|
Six Months Ended
June 30,
|
|
|
2019
|
2018
|
Cash
flows from operating activities:
|
|
|
Net
income
|
$6,168
|
$435
|
Adjustments to
reconcile net income from operations to net cash used
in
|
|
|
operating
activities:
|
|
|
Depreciation
and amortization
|
388
|
173
|
Loss
on disposals of property, plant and equipment
|
299
|
|
Equity
income in net income of affiliates
|
(269)
|
(118)
|
Deferred
income taxes
|
(1)
|
-
|
Stock-based
compensation
|
1,362
|
2,360
|
Net
changes in operating assets and liabilities:
|
|
|
Accounts
receivable
|
(6,837)
|
(6,858)
|
Other
receivables
|
1,150
|
1,124
|
Inventory
|
(6,783)
|
(12,328)
|
Prepaid
expenses
|
412
|
(1,785)
|
Other
long-term assets
|
(223)
|
46
|
Accounts
payable
|
1,600
|
10,486
|
Advances
from customers
|
(2,703)
|
1,799
|
Income
tax payable
|
(1,011)
|
187
|
Other
payables and accrued expenses
|
2,453
|
632
|
Other
long-term liabilities
|
(612)
|
(271)
|
Net
cash used in operating activities
|
(4,607)
|
(4,118)
|
|
|
|
Cash
flows from investing activities:
|
|
|
Purchase of
property and equipment
|
(325)
|
(882)
|
Purchase of
intangible assets
|
(71)
|
(157)
|
Investments in
unconsolidated affiliates
|
(109)
|
|
Net
cash used in investing activities
|
(505)
|
(1,039)
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds from
short-term borrowings
|
15,023
|
10,153
|
Repayments of
short-term borrowings
|
(9,346)
|
(5,252)
|
Proceeds from stock
option exercise to common stock
|
172
|
295
|
Net
cash provided by financing activities
|
5,849
|
5,196
|
|
|
|
Effect
of exchange rate changes on cash and cash equivalents
|
$(283)
|
$(285)
|
Net (decrease)
increase in cash and cash equivalents
|
$454
|
$(246)
|
|
|
|
Cash and cash
equivalents at beginning of period
|
27,124
|
17,681
|
Cash
and cash equivalents at end of period
|
$27,578
|
$17,435
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Interest
paid
|
$333
|
$252
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Numerator:
|
|
|
|
|
Net income
|
$4,311
|
$3,215
|
$6,168
|
$435
|
Denominator:
|
|
|
|
|
Weighted average shares outstanding, basic
|
16,090,937
|
15,838,540
|
16,067,924
|
15,611,863
|
Effect of dilutive securities
|
2,513,410
|
2,281,193
|
2,387,610
|
2,057,787
|
Weighted average shares outstanding, diluted
|
18,604,347
|
18,119,733
|
18,455,534
|
17,669,650
|
Net
income per common share:
|
|
|
|
|
Basic
|
$0.27
|
$0.20
|
$0.38
|
$0.03
|
Diluted
|
$0.23
|
$0.18
|
$0.33
|
$0.02
|
|
June 30,
|
December 31,
|
|
2019
|
2018
|
Accounts receivable
|
$31,393
|
$24,608
|
Less: Allowance for doubtful accounts
|
-
|
-
|
Total
|
$31,393
|
$24,608
|
|
June 30,
2019
|
December 31,
2018
|
Raw materials
|
$17,425
|
$12,646
|
Work in process
|
15,103
|
9,631
|
Finished goods
|
12,966
|
16,487
|
Total inventory, gross
|
45,494
|
38,764
|
Inventory reserve
|
-
|
-
|
Total inventory, net
|
$45,494
|
$38,764
|
|
June 30,
|
December 31,
|
|
2019
|
2018
|
Manufacturing equipment
|
$3,948
|
$9,703
|
Office equipment
|
601
|
512
|
Transportation equipment
|
126
|
184
|
Leasehold improvement
|
1,424
|
1,379
|
Total cost
|
6,099
|
11,778
|
Less: Total accumulated depreciation
|
(2,831)
|
(8,102)
|
Construction in progress
|
108
|
32
|
Total property, plant and equipment, net
|
$3,376
|
$3,708
|
|
June 30,
2019
|
December 31,
2018
|
Line
of credit up to RMB 50,000 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 and fully repaid on March 27,
2019.
|
$-
|
$3,133
|
Line
of credit up to RMB 50,000 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 and fully repaid on February
14, 2019.
|
-
|
485
|
Line
of credit up to RMB 50,000 from Bank of Shanghai Pudong Branch, due
on January 23, 2020 with an annual interest rate of 5.22%,
guaranteed by the Company’s CEO and Cleanchip Technologies
Limited.
|
3,565
|
|
Line of credit up to RMB 30,000 from Bank of China
Pudong Branch, due on June 6,2019 with annual interest rate of
5.22%,secured by certain of the Company’s intellectual
property and the Company’s CEO and fully repaid on
June 6,2019.
|
-
|
2,186
|
Line
of credit up to RMB 30,000 from Bank of China Pudong Branch, due on
June 13,2019 with annual interest rate of 5.22%,secured by certain
of the Company’s intellectual property and the
Company’s CEO and fully repaid on June 13,2019.
|
-
|
2,186
|
Line
of credit up to RMB 10,000 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,and fully repaid on January 23, 2019.
|
-
|
1,457
|
Line
of credit up to RMB 20,000 from Shanghai Rural Commercial Bank, due
on February 21, 2020 with an annual interest rate of 5.66%,
guaranteed by the Company’s CEO and pledged by accounts
receivable.
|
1,455
|
|
Line
of credit up to RMB 20,000 from Bank of Communications, due on
January 18, 2020 with an annual interest rate of
5.66%.
|
1,455
|
|
Line
of credit up to RMB 20,000 from Bank of Communications, due on
January 22, 2020 with an annual interest rate of
5.66%.
|
728
|
|
Line
of credit up to RMB 20,000 from Bank of Communications, due on
February 14, 2020 with an annual interest rate of
5.66%.
|
728
|
|
Line
of credit up to RMB 50,000 from China Everbright Bank, due on March
25, 2020 with an annual interest rate of 4.94%, guaranteed by the
Company’s CEO.
|
3,251
|
|
Line
of credit up to RMB 50,000 from China Everbright Bank, due on April
17, 2020 with an annual interest rate of 5.66%, guaranteed by the
Company’s CEO.
|
1,164
|
|
Line
of credit up to RMB 50,000 from China Everbright Bank, due on June
26, 2020 with an annual interest rate of 5.66%, guaranteed by the
Company’s CEO.
|
2,764
|
|
Total
|
$15,110
|
$9,447
|
|
June 30,
2019
|
December 31,
2018
|
Lease expenses and payable for leasehold improvement due to a related party (note 11)
|
$52
|
$53
|
Accrued
commissions
|
2,455
|
2,931
|
Accrued warranty
|
2,338
|
1,710
|
Accrued payroll
|
1,392
|
626
|
Accrued professional fees
|
234
|
64
|
Accrued machine testing fees
|
2,859
|
3,076
|
Others
|
2,663
|
1,950
|
Total
|
$11,993
|
$10,410
|
|
Six
months
ended
June
30,
2019
|
|
Operating lease
cost
|
$264
|
$701
|
Short-term lease
cost
|
7
|
25
|
Lease
cost
|
$271
|
$726
|
|
Three
months
ended
June
30,
2019
|
Six
months
ended
June
30,
2019
|
Cash paid for
amounts included in the measurement of lease
liabilities:
|
|
|
Operating
cash outflow from operating leases
|
271
|
726
|
|
December 31
|
2019
|
$728
|
2020
|
1,488
|
2021
|
1,475
|
2022
|
1,495
|
2023
|
53
|
2024
|
13
|
Total lease
payments
|
5,252
|
Less:
Interest
|
(702)
|
Present value of
lease liabilities
|
$4,550
|
|
June
30,
2019
|
Remaining lease
term and discount rate:
|
|
Weighted average
remaining lease term (years)
|
3.50
|
Weighted average
discount rate
|
5.43%
|
|
June 30,
2019
|
December 31,
2018
|
Subsidies to Stress Free Polishing project, commenced in 2008 and 2017
|
$1,362
|
$1,483
|
Subsidies to Electro Copper Plating project, commenced in 2014
|
2,370
|
2,860
|
Subsidies to Polytetrafluoroethylene, commenced in 2018
|
158
|
178
|
Other
|
73
|
62
|
Total
|
$3,963
|
$4,583
|
|
June 30,
2019
|
December 31,
2018
|
Investment
– equity method
|
$1,629
|
$1,360
|
Investment
– cost method
|
109
|
-
|
Total
|
$1,738
|
$1,360
|
|
Number of Option Share
|
Weighted Average Grant Date Fair Value
|
Weighted Average Exercise Price
|
Weighed Average Remaining Contractual Term
|
Outstanding at December 31, 2018
|
2,503,405
|
0.91
|
4.09
|
7.30 years
|
Granted
|
295,000
|
6.50
|
16.81
|
|
Exercised
|
(48,098)
|
0.78
|
2.62
|
|
Expired
|
(628)
|
0.55
|
3.00
|
|
Forfeited
|
(4,085)
|
1.90
|
4.83
|
|
Outstanding at June
30, 2019
|
2,745,594
|
2.07
|
5.48
|
7.14 years
|
Vested and exercisable at June
30, 2019
|
1,608,352
|
|
|
|
|
Number of Option Shares
|
Weighted Average Grant Date Fair Value
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Outstanding at December 31, 2018
|
1,212,374
|
$0.78
|
$2.57
|
6.66 years
|
Granted
|
-
|
-
|
-
|
-
|
Exercised
|
(56,529)
|
0.33
|
0.81
|
-
|
Expired
|
-
|
-
|
-
|
-
|
Forfeited
|
-
|
-
|
-
|
-
|
Outstanding at June
30, 2019
|
1,155,845
|
$0.81
|
$2.66
|
6.62 years
|
Vested and exercisable at June
30, 2019
|
986,572
|
|
|
|
|
Six Months Ended June
30,
|
|
|
2019
|
2018
|
|
(in
thousands)
|
|
Free Cash Flow Data:
|
|
|
Net cash used in operating
activities
|
$(4,607)
|
$(4,118)
|
Purchase of property and
equipment
|
(325)
|
(882)
|
Purchase of intangible
assets
|
(71)
|
(157)
|
Free cash flow
|
$(5,003)
|
$(5,157)
|
|
Three Months
Ended June 30,
|
Six Months Ended
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Revenue
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
Cost of revenue
|
54.7
|
58.2
|
55.6
|
54.8
|
Gross margin
|
45.3
|
41.8
|
44.4
|
45.2
|
Operating expenses:
|
|
|
|
|
Sales and marketing
|
10.1
|
12.8
|
9.7
|
14.8
|
Research and development
|
11.5
|
11.6
|
12.3
|
12.9
|
General and administrative
|
7.6
|
6.2
|
8.4
|
16.1
|
Total operating expenses, net
|
29.2
|
30.6
|
30.4
|
43.8
|
Income from operations
|
16.1
|
11.2
|
14.0
|
1.4
|
Interest expense, net
|
(0.6)
|
(0.6)
|
(0.6)
|
(0.7)
|
Other
expense, net
|
1.9
|
5.1
|
0.6
|
1.0
|
Equity income in
net income of affiliates
|
0.5
|
0.6
|
0.5
|
0.4
|
Income before income taxes
|
17.9
|
16.3
|
14.5
|
2.1
|
Income tax expense
|
(3.0)
|
(0.8)
|
(2.0)
|
(0.6)
|
Net
income
|
14.9
|
15.5
|
12.5
|
1.5
|
|
Three Months
Ended June 30,
|
|
|
|
2019
|
2018
|
% Change 2019 v
2018
|
|
(in
thousands)
|
|
|
Revenue
|
$29,010
|
$20,873
|
39.0%
|
|
Three Months
Ended June 30,
|
|
|
|
2019
|
2018
|
% Change 2019 v
2018
|
|
(in
thousands)
|
|
|
Cost of revenue
|
$15,879
|
$12,149
|
30.7%
|
Gross profit
|
$13,131
|
$8,724
|
50.5
|
Gross margin
|
45.26%
|
41.80%
|
3.5
|
|
Three Months
Ended June 30,
|
|
|
|
2019
|
2018
|
% Change 2019 v
2018
|
|
(in
thousands)
|
|
|
Sales and marketing expense
|
$2,924
|
$2,682
|
9.0%
|
Research and development expense
|
3,341
|
2,419
|
38.1
|
General and administrative expense
|
2,205
|
1,292
|
70.7
|
Total operating expenses
|
$8,470
|
$6,393
|
32.5
|
|
Three Months
Ended June 30,
|
|
|
|
2019
|
2018
|
% Change 2019 v
2018
|
|
(in
thousands)
|
|
|
Interest expense, net
|
$(170)
|
$(135)
|
25.9%
|
Other income, net
|
543
|
1,066
|
(49.1)
|
|
Three Months
Ended June 30,
|
|
|
2019
|
2018
|
|
(in
thousands)
|
|
Current:
|
|
|
U.S. federal
|
$-
|
$-
|
U.S. state
|
|
-
|
Foreign
|
(876)
|
-
|
Total
current income tax expense
|
(876)
|
-
|
Deferred:
|
|
|
U.S. federal
|
|
-
|
U.S. state
|
|
-
|
Foreign
|
|
(164)
|
Total
deferred income expense
|
-
|
(164)
|
Total
current income tax expense
|
$(876)
|
$(164)
|
|
Six Months Ended June 30,
|
|
|
|
2019
|
2018
|
Y/Y % Change
|
|
(in thousands)
|
|
|
Revenue
|
$49,489
|
$30,616
|
61.6%
|
|
Six Months Ended June 30,
|
|
|
|
2019
|
2018
|
Y/Y % Change
|
|
(in
thousands)
|
|
|
Cost of revenue
|
$27,532
|
$16,770
|
64.2%
|
Gross profit
|
$21,957
|
$13,846
|
58.6
|
Gross margin
|
44.4%
|
45.2%
|
(86
bps)
|
|
Six Months Ended June 30,
|
|
|
|
2019
|
2018
|
Y/Y % Change
|
|
(in thousands)
|
|
|
Sales and marketing expense
|
$4,793
|
$4,537
|
5.6%
|
Research and development expense
|
6,106
|
3,960
|
54.2
|
General and administrative expense
|
4,146
|
4,922
|
(15.8)
|
Total operating expenses
|
$15,045
|
$13,419
|
12.1
|
|
Six Months Ended June 30,
|
|
|
|
2019
|
2018
|
Y/Y % Change
|
|
(in thousands)
|
|
|
Interest expense, net
|
$(300)
|
$(235)
|
27.7%
|
Other income, net
|
282
|
311
|
(9.3)
|
|
Six Months Ended June 30,
|
|
|
2019
|
2018
|
|
(in thousands)
|
|
Current:
|
|
|
U.S.
federal
|
$-
|
$-
|
U.S.
state
|
-
|
-
|
Foreign
|
(995)
|
-
|
Total
current tax expense
|
(995)
|
-
|
Deferred:
|
|
|
U.S.
federal
|
-
|
-
|
U.S.
state
|
-
|
-
|
Foreign
|
|
(186)
|
Total
deferred tax expense
|
|
|
Total
income tax expense
|
(995)
|
(186)
|
|
|
|
|
|
|
|
|
|
|
|
Lender
|
|
Agreement Date
|
|
Maturity Date
|
|
Annual
Interest Rate
|
|
Maximum Borrowing
Amount(1)
|
|
Amount Outstanding
at June 30, 2019
|
|
|
|
|
|
|
|
|
(in thousands)
|
||
Bank of China Pudong Branch
|
|
August 2018
|
|
August 2019
|
|
5.22%
|
|
RMB30,000
|
|
|
|
|
|
|
|
|
|
|
$4,365
|
|
-
|
Bank of Shanghai Pudong Branch
|
|
January 2019
|
|
January 2020
|
|
5.22%
|
|
RMB50,000
|
|
RMB24,500
|
|
|
|
|
|
|
|
|
$7,275
|
|
$3,565
|
Shanghai Rural Commercial Bank
|
|
February 2019
|
|
January 2020
|
|
5.66%
|
|
RMB20,000
|
|
RMB10,000
|
|
|
|
|
|
|
|
|
$2,910
|
|
$1,455
|
Bank of Communications
|
|
January 2019
|
|
January 2020 -
|
|
5.66%
|
|
RMB20,000
|
|
RMB20,000
|
|
|
|
|
February 2020
|
|
|
|
$2,911
|
|
$2,911
|
China Everbright Bank
|
|
February 2019
|
|
March 2020 -
|
|
4.94% -
|
|
RMB50,000
|
|
RMB49,352
|
|
|
|
|
June 2020
|
|
5.66%
|
|
$7,275
|
|
$7,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB170,000
|
|
RMB103,852
|
|
|
|
|
|
|
|
|
$24,736
|
|
15,110
|
|
June 30,
2019
|
|
(in thousands)
|
Cash and cash equivalents
|
$27,578
|
Accounts receivable, less allowance for doubtful amounts
|
31,393
|
Inventory
|
45,494
|
Working capital
|
$104,465
|
Exhibit
Number
|
|
Description
|
||
|
Form of
Capital Increase Agreement between ACM Research, Inc. and certain
investors
|
|||
|
Schedule
identifying agreements substantially identical to the form of
Capital Increase Agreement filed as Exhibit 10.01 hereto
|
|||
|
Form of
Agreement between ACM Research, Inc. and certain Investors
|
|||
|
Schedule
identifying agreements substantially identical to the form of
Agreement filed as Exhibit 10.02 hereto
|
|||
|
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,
2019
|
By:
|
/s/
Lisa Feng
|
|
|
Lisa
Feng
|
|
|
Interim
Chief Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial Officer)
|
Article
|
Page
|
1. Definitions and Interpretations
|
2
|
|
|
2. Current Capital Increase
|
4
|
|
|
3. Payment
|
4
|
|
|
4. Warranties
|
5
|
|
|
5. Completion of Current Capital Increase
|
5
|
|
|
6. Confidentiality
|
6
|
|
|
7. Indemnity
|
6
|
|
|
8. Termination
|
7
|
|
|
9. Notice
|
7
|
|
|
10. Governing Law & Settlement of Dispute
|
8
|
|
|
11. Miscellaneous
|
8
|
|
|
Appendix 1: List of Investors
|
9
|
|
|
Investor’s Name
|
Percentage of additional registered capital
contributed
(RMB)
|
Corresponding equity ratio after completion of Current
Investment
|
Jiaxing Haitong Xuchu Equity Investment Fund Partners (Limited
Partnership)
|
2,307,692.31
|
0.619%
|
Shanghai GP Lingang Hi-tech Fund Partnership (Limited
Partnership)
|
1,923,076.92
|
0.516%
|
Wuxi Taihu Guolian Emerging Growth Industry Investment Enterprises
(Limited Partnership)
|
1,923,076.92
|
0.516%
|
Hai Feng Investment Holding Limited
|
1,538,461.54
|
0.413%
|
Xinwei (Shanghai) Management Consulting Partners (Limited
Partnership)
|
4,756,153.85
|
1.276%
|
Total
|
12,448,461.54
|
3.34%
|
Contents
|
|
Article
|
|
1. Listing of the Company
|
2
|
|
|
2. Share Repurchase
|
3
|
|
|
3. Restriction on Investors’
Shareholding Ratio
|
3
|
|
|
4. Employee Options Plan
|
3
|
|
|
5. Liability for Breach and
Indemnity
|
4
|
|
|
6. Confidentiality
|
4
|
|
|
7. Notice
|
4
|
|
|
8. Governing Law & Settlement of
Dispute
|
4
|
|
|
9. Miscellaneous
|
5
|
Date:
August 9, 2019
|
/s/
David H. Wang
|
|
David
H. Wang
|
|
Chief
Executive Officer and President
|
|
(Principal Executive Officer)
|
Date:
August 9, 2019
|
/s/
Lisa Feng
|
|
Lisa
Feng
|
|
Interim
Chief Financial Officer, Chief Accounting Officer and
Treasurer
|
|
(Principal Financial Officer)
|
Date:
August 9, 2019
|
/s/
David H. Wang
|
|
David
H. Wang
|
|
Chief
Executive Officer and President
|
|
(Principal Executive Officer)
|
Date:
August 9, 2019
|
/s/
Lisa Feng
|
|
Lisa
Feng
|
|
Interim
Chief Financial Officer, Chief Accounting Officer and
Treasurer
|
|
(Principal Financial Officer)
|