ACM Research, Inc. [ACMR] Filings

10-Q 1 acmr-20240930.htm 10-Q acmr-20240930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _____________

Commission file number: 001-38273

ACM Research, Inc.

(Exact Name of Registrant as Specified in Its Charter)


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)

Registrant’s telephone number, including area code: (510) 445-3700

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, $0.0001 par value

ACMR

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.


Class						Number of Shares Outstanding
Class A Common Stock, $0.0001 par value						57,606,036 shares outstanding as of November 4, 2024
Class B Common Stock, $0.0001 par value						5,021,811 shares outstanding as of November 4, 2024

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TABLE OF CONTENTS


PART I.		FINANCIAL INFORMATION	4
	Item 1.	Financial Statements (unaudited)	4
		Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	4
		Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	5
		Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30 , 2024 and 2023	6
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	8
		Notes to the Condensed Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	60
	Item 4.	Controls and Procedures	60
PART II.		OTHER INFORMATION	60
	Item 1.	Legal Proceedings	61
	Item 1A.	Risk Factors	61
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
	Item 3.	Defaults Upon Senior Securities	63
	Item 4.	Mine Safety Disclosures	63
	Item 5.	Other Information	61
	Item 6.	Exhibits	63
Signatures			64

ACM Research, Inc., or ACM Research, is a Delaware corporation founded in California in 1998 to supply capital equipment developed for the global semiconductor industry. Since 2005, ACM Research has conducted its business operations principally through its subsidiary ACM Research (Shanghai), Inc., or ACM Shanghai, a limited liability corporation formed by ACM Research in the People’s Republic of China, or mainland China, in 2005. Unless the context requires otherwise, references in this report to “our company,” “our,” “us,” “we” and similar terms refer to ACM Research, Inc. and its subsidiaries, including ACM Shanghai, collectively.

We conduct a substantial majority of our product development, manufacturing, support and services in mainland China through ACM Shanghai. We are not a mainland China operating company, and we do not conduct our operations in mainland China through the use of a variable interest entity or any other structure designed for the purpose of avoiding mainland China legal restrictions on direct foreign investments in mainland China-based companies. For a description of certain matters relating to our operations in mainland China, including our corporate structure, the movement of cash throughout our organization, certain audit and regulatory matters, and risks associated therewith, please see “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report, the disclosure at the forefront of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and the Risk Factors included therein, as referenced or updated by the disclosure included in “Part II. Item 1A—Risk Factors” in this report.

For purposes of this report, certain amounts in Renminbi, or RMB, have been translated into U.S. dollars solely for the convenience of the reader. The translations have been made based on the conversion rates published by the State Administration of Foreign Exchange of the People’s Republic of China.

SAPS, TEBO, ULTRA C, ULTRA Fn, Ultra ECP, Ultra ECP map, and Ultra ECP ap are trademarks of ACM Research. For convenience, these trademarks appear in this report without ™ symbols, but that practice does not mean that ACM Research will not assert, to the fullest extent under applicable law, ACM Research’s rights to the trademarks. This report also contains other companies’ trademarks, registered marks and trade names, which are the property of those companies.

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FORWARD-LOOKING STATEMENTS AND STATISTICAL DATA

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “anticipate,” “project,” “target,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors, including those described or incorporated by reference in “Item 1A. Risk Factors” of Part II of this report, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

The information included under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview,” of Part I of this report contains statistical data and estimates, including forecasts, that are based on information provided by Gartner, Inc., or Gartner, in “Forecast: Semiconductor Wafer Fab Equipment, Worldwide, 4Q23 Update” (December 2023), or the Gartner Report. The Gartner Report represents research opinions or viewpoints that are published, as part of a syndicated subscription service, by Gartner and are not representations of fact. The Gartner Report speaks as of its original publication date (and not as of the date of this report), and the opinions expressed in the Gartner Report are subject to change without notice. While we are not aware of any misstatements regarding any of the data presented from the Gartner Report, estimates, and in particular forecasts, involve numerous assumptions and are subject to risks and uncertainties, as well as change based on various factors, that could cause results to differ materially from those expressed in the data presented below.

Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Except as required by law, we assume no obligation to update these statements publicly or to update the reasons actual results could differ materially from those anticipated in these statements, even if new information becomes available in the future.

You should read this report, and the documents that we reference in this report and have filed as exhibits to this report, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ACM RESEARCH, INC.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)


	September 30,		December 31,
	2024		2023
Assets	(Unaudited)
Current assets:
Cash and cash equivalents (note 2)	$	333,472	$	182,090
Restricted cash	1,782		1,083
Short-term time deposits (note 2)	20,304		80,524
Short-term investments (note 15)	20,351		21,312
Accounts receivable, net (note 4)	370,589		283,186
Other receivables	57,849		40,065
Inventories, net (note 5)	628,720		545,395
Advances to related party (note 16)	1,453		2,432
Prepaid expenses	10,794		20,023
Total current assets	1,445,314		1,176,110
Property, plant and equipment, net (note 6)	250,099		201,848
Land use right, net (note 7)	8,320		8,367
Operating lease right-of-use assets, net (note 11)	5,680		7,026
Intangible assets, net	2,838		2,538
Long-term time deposits (note 2)	13,517		40,818
Deferred tax assets (note 19)	13,400		20,271
Long-term investments (note 14)	33,655		27,880
Other long-term assets (note 8)	21,352		6,050
Total assets	$	1,794,175	$	1,490,908
Liabilities and Equity
Current liabilities:
Short-term borrowings (note 9)	$	33,795	$	31,335
Current portion of long-term borrowings (note 12)	30,670		6,783
Related party accounts payable (note 16)	15,392		11,407
Accounts payable	170,810		141,814
Advances from customers (note 3)	215,678		181,368
Deferred revenue (note 3)	10,138		3,687
Income taxes payable (note 19)	6,796		6,401
FIN-48 payable (note 19)	8,991		12,149
Other payables and accrued expenses (note 10)	115,388		102,951
Current portion of operating lease liabilities (note 11)	2,377		2,764
Total current liabilities	610,035		500,659
Long-term borrowings (note 12)	106,069		53,952
Long-term operating lease liabilities (note 11)	3,303		4,262
Other long-term liabilities (note 13)	5,685		5,873
Total liabilities	725,092		564,746
Commitments and contingencies (note 21)
Equity:
Stockholders’ equity:
Class A Common stock (note 17)	6		6
Class B Common stock (note 17)	1		1
Additional paid-in capital	669,540		629,845
Retained earnings	229,374		156,827
Statutory surplus reserve (note 22)	30,060		30,060
Accumulated other comprehensive loss	(40,815)		(49,349)
Total ACM Research, Inc. stockholders’ equity	888,166		767,390
Non-controlling interests	180,917		158,772
Total equity	1,069,083		926,162
Total liabilities and equity	$	1,794,175	$	1,490,908

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ACM RESEARCH, INC.

Condensed Consolidated Statements of Comprehensive Income

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue (note 3)	$	203,976	$	168,569	$	558,647	$	387,402
Cost of revenue, including cost of revenue from related parties of $15,276 and $46,547 for the three and nine months ended September 30, 2024, respectively, and $7,952 and $37,632 for the three and nine months ended September 30, 2023, respectively (note 16)	99,142		80,055		277,908		190,263
Gross profit	104,834		88,514		280,739		197,139
Operating expenses:
Sales and marketing	15,759		16,803		47,067		37,579
Research and development	27,837		26,151		77,723		60,244
General and administrative	17,054		12,387		48,940		26,851
Total operating expenses	60,650		55,341		173,730		124,674
Income from operations	44,184		33,173		107,009		72,465
Interest income	2,967		2,152		7,122		6,283
Interest expense	(1,208)		(640)		(2,923)		(1,984)
Realized gain from sale of short-term investments (note 15)	171		656		444		8,569
Unrealized gain (loss) on short-term investments (note 15)	413		(1,319)		(1,151)		(4,428)
Other income (loss), net	(5,164)		(2,150)		(727)		156
Income (loss) from equity method investments (note 15)	1,316		(160)		101		3,728
Income before income taxes	42,679		31,712		109,875		84,789
Income tax expense (note 19)	(4,007)		(718)		(17,712)		(11,235)
Net income	38,672		30,994		92,163		73,554
Less: Net income attributable to non-controlling interests	7,768		5,315		19,616		13,905
Net income attributable to ACM Research, Inc.	$	30,904	$	25,679	$	72,547	$	59,649

Comprehensive income:
Net income	38,672		30,994		92,163		73,554
Foreign currency translation adjustment, net of tax	17,089		4,015		10,376		(21,831)
Comprehensive income	55,761		35,009		102,539		51,723
Less: Comprehensive income attributable to non-controlling interests	10,842		7,768		21,458		11,882
Comprehensive income attributable to ACM Research, Inc.	$	44,919	$	27,241	$	81,081	$	39,841

Net income attributable to ACM Research, Inc. per share of common stock (note 2):
Basic	$	0.49	$	0.43	$	1.17	$	0.99
Diluted	$	0.45	$	0.39	$	1.07	$	0.90

Weighted average shares of common stock outstanding used in computing per share amounts (note 2):
Basic	62,500,903		60,219,218		62,017,257		59,953,144
Diluted	66,671,526		65,450,941		66,512,143		64,834,051

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ACM RESEARCH, INC.

Condensed Consolidated Statements of Changes in Equity

For the Nine Months Ended September 30, 2024 and 2023

(In thousands, except share and per share data)

(Unaudited)


	Common Stock Class A			Common Stock Class B
	Shares	Amount		Shares	Amount		Additional Paid- in Capital		Retained Earnings		Statutory Surplus Reserve		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity
Balance at December 31, 2022	54,655,286	$	5	5,021,811	$	1	$	604,089	$	94,426	$	16,881	$	(40,546)	$	137,315	$	812,171
Cumulative effect of change in accounting principle under ASC 326, net of tax	-	-		-	-		-		(1,769)		-		-		—		(1,769)
Net income	-	-		-	-		-		59,649		-		—		13,905		73,554
Foreign currency translation adjustment	-	-		-	-		-		-		-		(19,808)		(2,023)		(21,831)
Exercise of stock options	919,448	1		-	-		1,455		-		-		-		3,834		5,290
Stock-based compensation	-	-		-	-		14,666		-		-		-		-		14,666
ACM Shanghai dividend	-	-		-	-		-		-		-		-		(3,951)		(3,951)
Balance at September 30, 2023	55,574,734	$	6	5,021,811	$	1	$	620,210	$	152,306	$	16,881	$	(60,354)	$	149,080	$	878,130


	Common Stock Class A			Common Stock Class B
	Shares	Amount		Shares	Amount		Additional Paid- in Capital		Retained Earnings		Statutory Surplus Reserve		Accumulated Other Comprehensive Loss		Non-controlling Interests		Total Equity
Balance at December 31, 2023	56,036,172	6		5,021,811	1		629,845		156,827		30,060		(49,349)		158,772		926,162
Net income	-	-		-	-		-		72,547		-		-		19,616		92,163
Foreign currency translation adjustment	-	-		-	-		-		-		-		8,534		1,842		10,376
Exercise of stock options	1,488,347	-		-	-		5,698		-		-		-		792		6,490
Stock-based compensation	-	-		-	-		33,997		-		-		-		6,795		40,792
ACM Shanghai dividend	-	-		-	-		-		-		-		-		(6,900)		(6,900)
Balance at September 30, 2024	57,524,519	$	6	5,021,811	$	1	$	669,540	$	229,374	$	30,060	$	(40,815)	$	180,917	$	1,069,083

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ACM RESEARCH, INC.

Condensed Consolidated Statements of Changes in Equity

For the Three Months Ended September 30, 2024 and 2023

(In thousands, except share and per share data)

(Unaudited)


	Common Stock Class A			Common Stock Class B			Additional Paid- in Capital		Retained Earnings		Statutory Surplus Reserve		Accumulated Other Comprehensive Income (loss)		Non-controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2023	54,951,490	$	5	5,021,811	$	1	$	608,865	$	126,627	$	16,881	$	(61,916)	$	141,312	$	831,775
Net income	-	-		-	-		-		25,679		-		—		5,315		30,994
Foreign currency translation adjustment	-	-		-	-		-		-		-		1,562		2,453		4,015
Exercise of stock options	623,244	1		-	-		764		-		-		-		-		765
Stock-based compensation	-	-		-	-		10,581		-		-		-		-		10,581
Balance at September 30, 2023	55,574,734	$	6	5,021,811	$	1	$	620,210	$	152,306	$	16,881	$	(60,354)	$	149,080	$	878,130

	Common Stock Class A			Common Stock Class B			Additional Paid- in Capital		Retained earnings		Statutory Surplus Reserve		Accumulated Other Comprehensive Loss		Non-controlling interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2024	57,402,253	$	6	5,021,811	$	1	$	659,462	$	198,470	$	30,060	$	(54,830)	$	168,219	$	1,001,388
Net income	-	-		-	-		-		30,904		-		—		7,768		38,672
Foreign currency translation adjustment	-	-		-	-		-		-		-		14,015		3,074		17,089
Exercise of stock options	122,266	-		-	-		53		-		-		-		-		53
Stock-based compensation	-	-		-	-		10,025		-		-		-		1,856		11,881
Balance at September 30, 2024	57,524,519	$	6	5,021,811	$	1	$	669,540	$	229,374	$	30,060	$	(40,815)	$	180,917	$	1,069,083

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ACM RESEARCH, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income	$	92,163	$	73,554
Adjustments to reconcile net income from operations to net cash generated from (used in) operating activities
Non-cash operating lease cost	2,848		2,639
Depreciation and amortization	7,073		6,021
Loss (gain) on disposals of property, plant and equipment	1,063		(2)
Realized gain on short-term investments	(444)		(8,569)
Income from equity method investments	(101)		(3,728)
Unrealized loss on short-term investments	1,151		4,428
Inventory provision	3,858		5,031
Provision for credit losses	5,796		1,642
Deferred income taxes	6,969		(9,936)

Stock-based compensation	40,792		14,666

Dividends from unconsolidated affiliates	731		5,147
Net changes in operating assets and liabilities:
Accounts receivable	(89,391)		(76,243)
Other receivables	(16,529)		(1,563)
Inventories	(82,201)		(135,888)

Advances to related party (note 16)	979		2,158
Prepaid expenses	9,610		(3,188)
Related party accounts payable (note 16)	3,985		(6,784)
Accounts payable	27,062		39,081
Advances from customers	32,778		42,340
Deferred revenue	6,451		3,753
Income taxes payable	365		7,739
FIN-48 payable	(3,159)		(199)
Other payables and accrued expenses	15,042		6,928
Operating lease liabilities	(2,848)		(2,639)
Other long-term liabilities	(188)		(3,358)
Net cash provided by (used in) operating activities	63,855		(36,970)


Cash flows from investing activities:

Purchase of property and equipment	$	(71,047)	(49,535)
Purchase of intangible assets	(1,984)		(1,611)
Purchase of short-term investments (note 15)	(1,403)		(18,109)


Purchase of time deposits	(68,810)		(22,930)
Proceeds from redemption and maturity of time deposits	156,015		71,471
Proceeds from sale of short-term investments (note 15)	3,167		19,914
Purchase of long-term investments (note 14)	(7,366)		(6,488)
Net cash provided by (used in) investing activities	8,572		(7,288)
Cash flows from financing activities:
Proceeds from short-term borrowings	32,784		29,314
Repayments of short-term borrowings	(30,738)		(49,730)
Proceeds from long-term borrowings	81,693		27,860
Repayments of long-term borrowings	(6,304)		(1,770)
ACM Shanghai dividends	(6,900)		(3,951)
Proceeds from exercise of stock options	6,490		5,290
Net cash provided by financing activities	77,025		7,013

Effect of exchange rate changes on cash, cash equivalents and restricted cash	$	2,629	$	(3,545)
Net increase (decrease) in cash, cash equivalents and restricted cash	152,081		$	(40,790)
Cash, cash equivalents and restricted cash at beginning of period	183,173		248,451
Cash, cash equivalents and restricted cash at end of period	$	335,254	$	207,661

Supplemental disclosure of cash flow information:
Interest paid, net of capitalized interest	$	2,923	$	1,984
Cash paid for income taxes	9,799		$	16,474

Reconciliation of cash, cash equivalents and restricted cash in consolidated statements of cash flows:
Cash and cash equivalents	$	333,472	$	207,101
Restricted cash	1,782		560

Cash, cash equivalents and restricted cash	$	335,254	$	207,661

Non-cash financing activities:
Cashless exercise of stock options	$	317	$	211
Non-cash investing activities:

Transfer from inventory to property, plant and equipment	$	—	$	4,379
Purchase property, plant and equipment through accounts payable and other payable	$	—	$	27,388
Transfer of prepayment for property to property, plant, and equipment	$	5,584	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

NOTE 1 – DESCRIPTION OF BUSINESS

ACM Research, Inc. (“ACM” or “ACM Research”) and its subsidiaries (collectively with ACM, the “Company”) develop, manufacture and sell capital equipment to the global semiconductor industry.

The Company has direct or indirect interests in the following subsidiaries:


			Effective interest held as at
Name of subsidiaries	Place and date of incorporation	Principal Activities	September 30, 2024		December 31, 2023
ACM Research (Shanghai), Inc. ("ACM Shanghai")	Mainland China, May 2005	Principal operating subsidiary	82.0	%	82.1	%
ACM Research (Wuxi), Inc. ("ACM Wuxi")	Mainland China, July 2011	Sales and services	82.0	%	82.1	%
CleanChip Technologies Limited ("CleanChip")	Hong Kong, June 2017	Trading partner between ACM Shanghai and its customers	82.0	%	82.1	%
ACM Research Korea CO., LTD.	Korea, December 2017	Sales, marketing, R&D, production	82.0	%	82.1	%
ACM Research ( Lingang), Inc. ("ACM Lingang") (1)	Mainland China, March 2019	Management of production activities	82.0	%	82.1	%
ACM Research (CA), Inc. ("ACM California")	USA, April 2019	Procurement for ACM Shanghai	82.0	%	82.1	%
ACM Research (Cayman), Inc.	Cayman Islands, April 2019	Administrative function (inactive)	100.0	%	100.0	%
ACM Research (Singapore) PTE. Ltd. ("ACM Singapore")	Singapore, August 2021	Sales, marketing, business development	100.0	%	100.0	%
ACM Research (Beijing), Inc. ("ACM Beijing")	Mainland China, February 2022	Sales, marketing, business development	82.0	%	82.1	%
Hanguk ACM CO., LTD	Korea, March 2022	Sales, services, business development	100.0	%	100.0	%
Yusheng Micro Semiconductor (Shanghai) Co., Ltd.	Mainland China, June 2023	Business development	82.0	%	82.1	%
ACM-Wooil Microelectronics (Shanghai) Co., Ltd.	Mainland China, June 2023	Component development and production	59.3	%	59.4	%

(1) ACM Research (Lingang) Inc. is the English name referred to by its Chinese language name Shengwei Research (Shanghai), Inc., or ACM Shengwei in prior filings. ACM Research (Lingang), Inc. and Shengwei Research (Shanghai), Inc. refer to the same entity.

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company’s condensed consolidated financial statements include the accounts of ACM and its subsidiaries. ACM’s subsidiaries are those entities in which ACM, directly or indirectly, controls a majority of the voting power. All significant intercompany transactions and balances have been eliminated upon consolidation.

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company for the year ended December 31, 2023 included in ACM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The accompanying condensed consolidated financial statements are unaudited. In the opinion of management, these unaudited condensed consolidated financial statements of the Company reflect all adjustments that are necessary for a fair presentation of the Company’s financial position and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of September 30, 2024 and the results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for any future period.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported revenues and expenses during the reported period in the condensed consolidated financial statements and accompanying notes. The Company’s significant accounting estimates and assumptions include, but are not limited to, those used for revenue recognition and deferred revenue, the valuation and recognition of fair value of certain short-term investments and long-term investments, stock-based compensation arrangements, realization of deferred tax assets, assessment for impairment of long-lived assets and long-term investments, allowance for credit losses, inventory valuation, useful lives of property, plant and equipment and useful lives of intangible assets.

Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, bank deposits that are unrestricted as to withdrawal and use, and highly liquid investments with an original maturity date of three months or less at the date of purchase. At times, cash deposits may exceed government-insured limits.

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

The following table presents cash and cash equivalents, according to jurisdiction as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
United States	$	59,039	$	43,614
Mainland China	80,115		70,418
China Hong Kong	190,948		64,057
Korea	3,303		3,934
Singapore	67		67
Total	$	333,472	$	182,090

The amounts in mainland China do not include short-term and long-term time deposits which in aggregate totaled $33,821 and $121,342 at September 30, 2024 and December 31, 2023, respectively.

Cash held in the U.S. exceeds the Federal Deposit Insurance Corporation insurance limits and is subject to risk of loss. No losses have been experienced to date.

Cash amounts held in mainland China are subject to a series of risk control regulatory standards from mainland China bank regulatory authorities. ACM’s subsidiaries in mainland China are required to obtain approval from the State Administration of Foreign Exchange (“SAFE”) to transfer funds into or out of mainland China. SAFE requires a valid agreement to approve the transfers, which are processed through a bank. Other than these mainland China foreign exchange restrictions, ACM’s subsidiaries in mainland China are not subject to any restrictions and limitations on its ability to transfer funds to ACM or among our other subsidiaries. However, cash held in mainland China does exceed applicable insurance limits and is subject to risk of loss, although no such losses have been experienced to date.

ACM California periodically procures goods and services on behalf of ACM Shanghai and ACM Lingang. For these transactions, ACM Shanghai and ACM Lingang make cash payments to ACM California in accordance with applicable transfer pricing arrangements. For the three months ended September 30, 2024 and 2023, cash payments from ACM Shanghai and ACM Lingang to ACM California for the procurement of goods and services was $2,335 and $10,724, respectively. For the nine months ended September 30, 2024 and 2023, cash payments from ACM Shanghai and ACM Lingang to ACM California for the procurement of goods and services was $16,734 and $36,155, respectively. ACM California periodically borrows funds for working capital advances from its direct parent, CleanChip. ACM California repays or renews these intercompany loans in accordance with their terms.

For sales through CleanChip and ACM Research, a certain amount of sales or advanced payments from customers is repatriated back to ACM Shanghai in accordance with applicable transfer pricing arrangements in the ordinary course of business. ACM Research provides services to certain customers located in the U.S., Europe and other regions outside of mainland China to support the evaluation of first tools and provide support for tools under warranty on behalf of ACM Shanghai. For these transactions, ACM Shanghai makes cash payments to ACM Research in accordance with applicable transfer pricing arrangements.

Amounts held in Korea exceed the Korea Deposit Insurance Corporation insurance limits and is subject to risk of loss. No losses have been experienced to date. There is no additional restriction for the transfer of cash from bank accounts in the U.S., Korea, Singapore and Hong Kong.

For the nine months ended September 30, 2024 and 2023, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, and dividend paid by ACM Shanghai to the stockholders of ACM Shanghai (including ACM Research), no transfers, or distributions have been made between ACM Research and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock.

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

Time Deposits

Time deposits are deposited with banks in mainland China with fixed terms and interest rates which cannot be withdrawn before maturity, and are presented as short-term deposits and long-term deposits in the condensed consolidated financial statements based on their expected time of collection. They are also subject to the risk control regulatory standards described above upon maturity.

At September 30, 2024 and December 31, 2023, time deposits consisted of the following:


	September 30, 2024		December 31, 2023
Deposit in China Merchant Bank which matured on January 29, 2024 with an annual interest rate of 2.85%	$	—	$	29,797
Deposit in Bank of Ningbo which matured on February 17, 2024 with an annual interest rate of 2.85%	$	—	$	44,630
Deposit in Shanghai Pudong Development Bank which was redeemed on June 20, 2024 with an annual interest rate of 3.10%	$	—	$	7,322
Deposit in Shanghai Pudong Development Bank which was redeemed on May 28, 2024 with an annual interest rate of 3.10%	$	—	$	7,307
Deposit in Shanghai Pudong Development Bank which was redeemed on March 7, 2024 with an annual interest rate of 3.10%	$	—	$	4,376
Deposit in Shanghai Pudong Development Bank which was redeemed on March 22, 2024 with an annual interest rate of 3.10%	$	—	$	4,373
Deposit in Shanghai Pudong Development Bank which was redeemed on January 29, 2024 with an annual interest rate of 3.10%	$	—	$	2,912
Deposit in China Industrial Bank which matures on January 30, 2026 with an annual interest rate of 3.15%	$	13,517	$	14,528
Deposit in China Everbright Bank which matured on January 5, 2024 with an annual interest rate of 5.38%	$	—	$	3,079
Deposit in China Everbright Bank which matured on May 22, 2024 with an annual interest rate of 5.38%	$	—	$	3,018
Deposit in China Everbright Bank which matures on January 9, 2025 with an annual interest rate of 5.29%	$	10,116	$	—
Deposit in China Everbright Bank which matures on November 23, 2024 with an annual interest rate of 5.28%	$	10,188	$	—
Total	$	33,821	$	121,342

For the three months ended September 30, 2024 and 2023, interest income related to time deposits was $486 and $867, respectively. For the nine months ended September 30, 2024 and 2023, interest income related to time deposits was $1,732 and $2,779, respectively.

Financial Instruments

The Company periodically invests in equity securities, and maintains an investment portfolio of various holdings, types, and maturities. For equity investments that do not have a readily determinable fair value, the Company classified them as long-term investments, and records them using either: 1) the measurement alternative which measures the equity investments at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes; or 2) the equity method whereby the Company recognizes its proportional share of the income or loss from the equity method investment. The equity method is utilized when the equity investments are common stock or in substance common stock, and the Company does not have the ability to control the investee but is deemed to have the ability to exercise significant influence over the investee’s operating or financial policies. For equity investments that have a readily determinable fair

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

value, the Company classified them as short-term investments, and records them at fair market value on a recurring basis based upon quoted market prices. Realized and unrealized gains and losses resulting from application of the measurement alternative, the impact of the application of the equity method to the Company’s equity investments, and recognition of changes in fair market value, as applicable, are recognized as non-operating income (expenses), net in the condensed consolidated statements of comprehensive income.

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.

A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. The level of an asset or liability in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities with sufficient volume and frequency of transactions.

Level 2: Valuations based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active for identical assets or liabilities, or model-derived valuations techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities and based on non-binding, broker-provided price quotes and may not have been corroborated by observable market data.

The Company’s primary financial instruments include its cash, cash equivalents, short term and long term deposits, restricted cash, short-term and long-term investments, other receivables, accounts receivable, accounts payable, and short-term and long-term borrowings. The estimated fair value of cash and cash equivalents, short-term time deposits, accounts receivable, other receivables, accounts payable, and short-term borrowings approximates their carrying value due to the short period of time to their maturities.

All transfers between fair value hierarchy levels are recognized by the Company at the end of each reporting period. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value

measurement in its entirety, requires judgment and considers factors specific to the investment. The inputs or methodology

used for valuing financial instruments are not necessarily an indication of the risks associated with investment in those instruments.

Assets and liabilities measured at fair value on a recurring basis:

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)


	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
As of September 30, 2024:
Assets
Cash and cash equivalents	$	32,943	$	—	$	—	$	32,943
Short-term investments	20,351		—		—		20,351
	$	53,294	$	—	$	—	$	53,294

As of December 31, 2023:
Assets
Cash and cash equivalents	$	37,518	$	—	$	—	$	37,518
Short-term investments	21,312		—		—		21,312
	$	58,830	$	—	$	—	$	58,830

Assets and liabilities measured at fair value on a non-recurring basis:


	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
As of December 31, 2023:
Assets
Investments accounted for using measurement alternative	$	—	$	—	$	10,378	$	10,378
	$	—	$	—	$	10,378	$	10,378

The Company did not have any assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2024, and the Company did not recognize any unrealized gains (upward adjustments) or unrealized losses (downward adjustments) resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer for its long-term investments accounted for using measurement alternatives during the three and nine months ended September 30, 2024 and 2023.

Refer to Note 12 for fair value information related to the Company’s outstanding long-term borrowings as of September 30, 2024 and December 31, 2023.

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

Basic and Diluted Net Income per Share of Common Stock

Basic and diluted net income per share of common stock are calculated as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net income	$	38,672	$	30,994	$	92,163	$	73,554
Less: Net income attributable to non-controlling interests	7,768		5,315		19,616		13,905
Net income available to common stockholders, basic	$	30,904	$	25,679	$	72,547	$	59,649
Less: Dilutive effect arising from stock-based awards by ACM Shanghai	585		461		1,503		1,338
Net income available to common stockholders, diluted	$	30,319	$	25,218	$	71,044	$	58,311

Weighted average shares outstanding, basic	62,500,903		60,219,218		62,017,257		59,953,144
Effect of dilutive securities	4,170,623		5,231,723		4,494,886		4,880,907
Weighted average shares outstanding, diluted	66,671,526		65,450,941		66,512,143		64,834,051

Net income per share of common stock:
Basic	$	0.49	$	0.43	$	1.17	$	0.99
Diluted	$	0.45	$	0.39	$	1.07	$	0.90

Basic and diluted net income per share of common stock is presented using the two-class method, which allocates undistributed earnings to common stock and any participating securities according to dividend rights and participation rights on a proportionate basis. Under the two-class method, basic net income per share of common stock is computed by dividing the sum of distributed and undistributed earnings attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. ACM Research did not have any participating securities outstanding during the three and nine months ended September 30, 2024 and 2023.

ACM Research has been authorized to issue Class A and Class B common stock since redomesticating in Delaware in November 2016. The two classes of common stock are substantially identical in all material respects, except for voting rights. Since ACM Research did not declare cash dividends during the nine months ended September 30, 2024 or 2023, the net income per share of common stock attributable to each class is the same under the “two-class” method. As such, the two classes of common stock have been presented on a combined basis in the condensed consolidated statements of comprehensive income and in the above computation of net income per share of common stock.

Diluted net income per share of common stock reflects the potential dilution from securities, such as stock options that could share in ACM Research’s earnings. Certain potential dilutive securities were excluded from the net income per share calculation because the impact would be anti-dilutive. The number of potentially dilutive shares that were not included in the calculation of diluted net income per share in the periods presented where their inclusion would be anti-dilutive were 1,397,590 and 887,985 stock options for the three and nine months ended September 30, 2024, respectively, and 1,757,605 and 4,099,228 stock options for the three and nine months ended September 30, 2023, respectively.

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, time deposits, and accounts receivable. The Company deposits and invests its cash and cash equivalents and time deposits with financial institutions that management believes are creditworthy.

The Company is potentially subject to concentrations of credit risks in its revenue and accounts receivable.

•Revenue concentration. For the three months ended September 30, 2024 and 2023, four customers accounted for 62.3% and two customers accounted for 53.2% of revenue, respectively. For the nine months ended September 30, 2024 and 2023, four customers accounted for 56.3% and three customer accounted for 48.8% of revenue, respectively.

•Accounts receivable concentration. As of September 30, 2024 and December 31, 2023, three customers accounted for 51.6% and four customers accounted for 59.1%, respectively, of the Company’s accounts receivables. The Company believes that the receivable balances from these largest customers do not represent a significant credit risk based on past collection experience.

Recently issued accounting pronouncements not yet adopted

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures. This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company is currently evaluating the provisions of this ASU and expect to adopt it for the year ending December 31, 2024.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the provisions of this ASU.

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company assesses revenues based upon the nature or type of goods or services it provides and the geographic location of the customer facility. The following tables present disaggregated revenue information:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Single Wafer Cleaning, Tahoe and Semi-Critical Cleaning Equipment	$	160,985	$	132,417	$	423,676	$	281,559
ECP (front-end and packaging), Furnace and Other Technologies	34,600		25,508		99,362		71,223
Advanced Packaging (excluding ECP), Services & Spares	8,391		10,644		35,609		34,620
Total Revenue by Product Category	$	203,976	$	168,569	$	558,647	$	387,402


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Mainland China	$	203,672	$	168,302	$	552,642	$	375,528
Other regions	304		267		6,005		11,874
	$	203,976	$	168,569	$	558,647	$	387,402

Below are the accounts receivables and contract liabilities balances as of:


	September 30, 2024		December 31, 2023
Accounts receivable	$	370,589	$	283,186
Advances from customers	215,678		181,368
Deferred revenue	$	10,138	$	3,687

During the nine months ended September 30, 2024, advances from customers increased by $34.3 million, due to an increase of payments made by customers for first tools under evaluation, offset by a decrease in customer pre-payments for tools prior to delivery.

Below are revenues recognized from amounts included in contract liabilities at the beginning of the year.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue recognized from amounts included in contract liabilities at the beginning of the year	$	28,077	$	24,138	$	114,260	$	70,023

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

NOTE 4 – ACCOUNTS RECEIVABLE

At September 30, 2024 and December 31, 2023, accounts receivable consisted of the following:


	September 30, 2024		December 31, 2023
Accounts receivable	$	380,449	$	288,016
Less: Allowance for credit losses	(9,860)		(4,830)
Total accounts receivable, net	$	370,589	$	283,186

The $87.4 million increase in accounts receivable, net for the first nine months of 2024 corresponds to a $171.2 million increase in revenue compared to the nine months ended September 30, 2023.

The movement of the allowance for credit losses for the nine months ended September 30, 2024 is as follows:



Allowance for credit losses, before tax, as of December 31, 2023
Provision for credit losses, net
Allowance for credit losses, before tax, as of September 30, 2024


September 30, 2024
$	(4,830)
(5,030)
$	(9,860)

The Company assesses collectability by reviewing accounts receivable on a general basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

NOTE 5 – INVENTORIES

At September 30, 2024 and December 31, 2023, inventories consisted of the following:


	September 30, 2024		December 31, 2023
Raw materials	$	250,326	$	235,062
Work-in-process	79,469		81,438
Finished goods	298,925		228,895
Total inventory, net	$	628,720	$	545,395

At September 30, 2024 and December 31, 2023, the value of finished goods inventory of which were first-tools at customer physical locations for which customers were contractually obligated to take ownership upon acceptance totaled $196,987 and $123,390, respectively.

The $15,264 increase in raw materials at September 30, 2024 compared to December 31, 2023 was due to additional purchase of supplies to support a higher level of expected total shipments for the next several quarters, and to reduce the risk of supply chain delays to meet anticipated customer demand for the Company’s products.

The $70,030 increase in finished goods inventory at September 30, 2024 compared to December 31, 2023 primarily reflects a higher value of first-tools under evaluation by existing or prospective customers, partly offset by a reduction of finished goods inventory at the Company's facilities.

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ACM RESEARCH, INC.

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share, percentage and per share data)

The Company’s products each require a certain degree of customization, and the substantial majority of the work-in-process inventory and finished goods inventory is built to meet a specific customer order for a repeat shipment or a first tool shipment. At the end of each period, the Company assesses the status of each item in work-in-process and finished goods. The Company recognizes a loss or impairment if in management’s judgement the inventory cannot be sold or used for production, if it has been damaged or should be considered as obsolete, or if the net realizable value is lower than the cost.

At the end of each period, the Company also assesses the status of its raw materials. The Company recognizes a loss or impairment for any raw materials aged more than three years. The three-year aging is based on the Company’s assessment of technology change, its requirement to maintain stock for warranty coverage, and other factors.

During the three months ended September 30, 2024 and 2023, provision for inventory of $849 and $1,807 were recognized in cost of revenue, respectively. During the nine months ended September 30, 2024 and 2023, provision for inventory of $3,858 and $5,031 were recognized in cost of revenue, respectively. Write-downs were due to an internal assessment that certain inventory could not be sold or used for production due to damage or obsolescence.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET

At September 30, 2024 and December 31, 2023, property, plant and equipment consisted of the following:


	September 30, 2024		December 31, 2023
Buildings and plants	$	89,548	$	83,109
Manufacturing equipment	19,248		16,556
Office equipment	5,896		4,953
Transportation equipment	409		404
Leasehold improvement	8,404		7,889
Total cost	123,505		112,911
Less: Total accumulated depreciation and amortization	(23,631)		(17,503)
Construction in progress	150,225		106,440
Total property, plant and equipment, net	$	250,099	$	201,848

Depreciation expense for the three months ended September 30, 2024 and 2023 was $2,389 and $2,023, respectively, and $7,073 and $5,077 for the nine months ended September 30, 2024 and 2023, respectively. Buildings and plants represent Lingang housing property owned by ACM Lingang at a value of RMB 249,746 ($35,639), and facilities for the new headquarters of ACM Shanghai ("Zhangjiang New Building") at a value of RMB 377,779 ($53,909), as of September&

ACM Research, Inc. [ACMR] Filings
10-Q	[2024-11-07]
10-Q	[2024-08-07]
10-Q	[2024-05-08]
10-K	[2024-02-28]
10-Q	[2023-11-08]
10-Q	[2023-08-07]
10-Q	[2023-05-09]
10-K	[2023-03-02]
10-Q	[2022-11-08]
10-Q	[2022-08-09]
10-Q	[2022-05-09]
10-K	[2022-03-01]
10-Q	[2021-11-08]
10-Q	[2021-08-06]
10-Q	[2021-05-07]
10-K	[2021-03-01]
10-Q	[2020-11-09]
10-Q	[2020-08-10]
S-1	[2020-05-26]
10-Q	[2020-05-08]
10-K	[2020-03-24]
10-Q	[2019-11-13]
10-Q	[2019-08-12]
10-Q	[2019-05-14]
10-K	[2019-03-14]
10-Q	[2018-11-14]
10-Q	[2018-08-09]
10-Q	[2018-05-14]
10-K	[2018-03-23]
10-Q	[2017-12-08]
S-1	[2017-09-13]