UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 8, 2024
 
ACM Research, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
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)
 
Registrant’s telephone number, including area code: (510) 445-3700
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02.
Results of Operations and Financial Condition.
 
On May 8, 2024, we issued a press release announcing financial results for the first quarter of 2024. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information contained in this Item 2.02, including the exhibit furnished hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits.
 
(d)          Exhibits.
 
Exhibit
 
Description
 
Press Release of ACM Research, Inc. dated May 8, 2024
104
 
Cover Page Interactive Data File (embedded within the XBRL document)

2

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 

 ACM RESEARCH, INC.
   

By:
/s/ Mark McKechnie
 
Mark McKechnie

 
Chief Financial Officer and Treasurer
   
Dated: May 8, 2024
 


3


Exhibit 99.1
 

ACM Research Reports First Quarter 2024 Results
 
FREMONT, Calif., May 08, 2024 (Globe Newswire) – ACM Research, Inc. (“ACM”) (NASDAQ: ACMR), a leading supplier of wafer processing solutions for semiconductor and advanced wafer-level packaging applications, today reported financial results for its first quarter ended March 31, 2024.
 
“I am pleased with our first quarter results, a solid start for 2024. We delivered 105% revenue growth, record shipments, and strong profitability,” said ACM’s President and Chief Executive Officer, Dr. David Wang. “Our results demonstrate continued spending on mature nodes by our mainland China customers, contribution from new products, and market share gains at both existing and new customers.”
 
Dr. Wang continued, “We anticipate growth for 2024 as a result of our broadening product portfolio and expanding global footprint. We expect additional market share gains in cleaning with increased customer traction for Tahoe, single wafer high temperature SPM, and supercritical CO2 dry products, continued strength in ECP, and accelerating customer adoption for our furnace products. We expect to begin initial production at our facility in Lingang, Shanghai this year, and we continue to invest in our U.S. and Korea operations to support the global market opportunity.”
 
   
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.
 
Outlook
 
ACM is maintaining its revenue guidance range of $650 million to $725 million for fiscal year 2024. This expectation is based on ACM management’s current assessment of the continuing impact from international trade policy, together with various expected spending scenarios of key customers, supply chain constraints, and the timing of acceptances for first tools under evaluation in the field, among other factors.
 
Operating Highlights and Recent Announcements
 
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.
 

First Quarter 2024 Financial Summary
 
Unless otherwise noted, the following figures refer to the first quarter of 2024 and comparisons are with the first quarter of 2023.
 
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.
 
Conference Call Details
 
A conference call to discuss results will be held on Wednesday, May 8, 2024, at 8:00 a.m. Eastern Time (8:00 p.m. China Time). To join the conference call via telephone, participants must use the following link to complete an online registration process. Upon registering, each participant will receive email instructions to access the conference call, including dial-in information and a PIN number allowing access to the conference call. This pre-registration process is designed by the operator to reduce delays due to operator congestion when accessing the live call.

Online Registration: https://register.vevent.com/register/BI7d8a11ab6f694bde910596cd97b8276d

Participants who have not pre-registered may join the webcast by accessing the link at ir.acmrcsh.com/events.

A live and archived webcast will be available on the Investors section of the ACM website at www.acmrcsh.com.
 
Use of Non-GAAP Financial Measures
 
ACM presents non-GAAP gross margin, operating expenses, operating income, net income attributable to ACM Research, Inc. and basic and diluted earnings per share as supplemental measures to GAAP financial measures regarding ACM’s operational performance. These supplemental measures exclude the impact of stock-based compensation, which ACM does not believe is indicative of its core operating results. In addition, non-GAAP net income attributable to ACM Research, Inc. and basic and diluted earnings per share exclude the effect of stock-based compensation and unrealized loss on short-term investments, which ACM also believes are not indicative of its core operating results. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided below under “Reconciliation of GAAP to non-GAAP Financial Measures.”
 
ACM believes these non-GAAP financial measures are useful to investors in assessing its operating performance. ACM uses these financial measures internally to evaluate its operating performance and for planning and forecasting of future periods. Financial analysts may focus on and publish both historical results and future projections based on the non-GAAP financial measures. ACM also believes it is in the best interests of investors for ACM to provide this non-GAAP information.
 
While ACM believes these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures may not be reported by competitors, and they may not be directly comparable to similarly titled measures of other companies due to differences in calculation methodologies. The non-GAAP financial measures are not an alternative to GAAP information and are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures. They should be used only as a supplement to GAAP information and should be considered only in conjunction with ACM’s consolidated financial statements prepared in accordance with GAAP.
 
- 2 -

Forward-Looking Statements

Certain statements contained in this press release are not historical facts and may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “plans,” “expects,” “believes,” “anticipates,” “designed,” and similar words are intended to identify forward-looking statements. Forward-looking statements are based on ACM management’s current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. A description of certain of these risks, uncertainties and other matters can be found in filings ACM makes with the U.S. Securities and Exchange Commission, all of which are available at www.sec.gov. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by ACM. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. ACM undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in its expectations with regard to these forward-looking statements or the occurrence of unanticipated events.
 
About ACM Research, Inc.
 
ACM develops, manufactures and sells semiconductor process equipment for single-wafer or batch wet cleaning, electroplating, stress-free polishing and thermal processes that are critical to advanced semiconductor device manufacturing, as well as wafer-level packaging. ACM is committed to delivering customized, high performance, cost-effective process solutions that semiconductor manufacturers can use in numerous manufacturing steps to improve productivity and product yield.
 
© ACM Research, Inc. The ACM Research logo is a trademark of ACM Research, Inc. For convenience, this trademark appears in this press release without a ™ symbol, but that practice does not mean that ACM will not assert, to the fullest extent under applicable law, its rights to the trademarks.
 
For investor and media inquiries, please contact:
 
 
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

- 3 -

ACM RESEARCH, INC.
Condensed Consolidated Balance Sheets

   
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
 

- 4 -

ACM RESEARCH, INC.
 
Condensed Consolidated Statements of Operations and Comprehensive Income
 
   
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
 

- 5 -

ACM RESEARCH, INC.
Total Revenue by Product Category and by Region
 
 
 
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
 

ACM RESEARCH, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
 
As described under “Use of Non-GAAP Financial Measures” above, ACM presents non-GAAP gross margin, operating expenses, operating income, net income attributable to ACM Research, Inc., and basic and diluted earnings per share as supplemental measures to GAAP financial measures, each of which excludes stock-based compensation (“SBC”) from the equivalent GAAP financial line items. In addition, non-GAAP net income attributable to ACM Research, Inc., and basic and diluted earnings per share exclude unrealized loss on short-term investments. The following tables reconcile gross margin, operating expenses, operating income, net income attributable to ACM Research, Inc., and basic and diluted earnings per share to the related non-GAAP financial measures:

   
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
 


- 6 -

v3.24.1.u1
Document and Entity Information
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 08, 2024
Entity File Number 001-38273
Entity Registrant Name ACM Research, Inc.
Entity Central Index Key 0001680062
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 94-3290283
Entity Address, Address Line One 42307 Osgood Road
Entity Address, Address Line Two Suite I
Entity Address, City or Town FREMONT
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94539
City Area Code 510
Local Phone Number 445-3700
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol ACMR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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