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, 2018
ACM Research, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-38273
|
94-3290283
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(Commission File Number)
|
(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
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))
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, 2018 we issued a press release announcing financial results for
the first quarter of 2018. The full text of this press release is
furnished as Exhibit 99.01 hereto and is incorporated herein by
reference.
On
August 7, 2018 we issued a press release announcing financial
results for the second quarter of 2018. The full text of this press
release is furnished as Exhibit 99.02 hereto and is incorporated
herein by reference.
The
information contained herein, including the exhibits furnished
herewith, 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.
|
ExhibitNumber
|
|
Description
|
|
|
Press
Release of ACM Research, Inc. dated May 8, 2018
|
|
|
|
Press
Release of ACM Research, Inc. dated August 7, 2018
|
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
|
|
ACM Research, Inc.
|
|
|
|
|
|
|
|
|
Dated: October 15, 2018
|
By:
|
/s/ David
H. Wang
|
|
|
|
|
David
H. Wang
|
|
|
|
|
Chief
Executive Officer and President
|
|
Exhibit
99.01
ACM Research Reports First Quarter 2018 Results
FREMONT,
California, May 8, 2018 (Globe Newswire) – ACM Research, Inc.
(“ACM Research” or the “Company”)
(NASDAQ:ACMR), a provider of single-wafer wet cleaning equipment
used by manufacturers of advanced semiconductors, today reported
financial results for its first fiscal quarter ended March 31,
2018.
ACM
Research’s President and Chief Executive Officer Dr. David
Wang commented, “We continued to execute against key
initiatives across our business, delivering solid results in the
first quarter. On a year-over-year basis, revenue grew over 70%,
and gross margin expanded by over 10 percentage points.
Additionally, we established an R&D facility in Bundang, Korea
to further expand our R&D capability and build our engineering
talent pool in the region.”
Dr.
Wang continued, “We remain committed to developing
high-performance products to meet our customer needs and strengthen
our competitive position globally. We are excited about the
opportunities ahead of us, and confident that our differentiated
technology and geographic focus positions us for profitable
growth.”
First Quarter Operating Highlights
●
SAPS III Cleaning Tool Used in Mass
Production. The Company’s latest SAPS wafer cleaning
tool, SAPS III, is being used in mass production in a key
customer’s manufacturing line. The SAPS III tool is ideally
suited for existing wafer fabs that intend to migrate to
next-generation technology node and require more cleaning process
steps and limited clean room floor space. The SAPS III tool is
equipped with 8 chambers, which enable high throughput, along with
a 40% reduction in footprint.
●
ACM Korea R&D and Service Support
Center. The Company established the ACM Korea R&D and
Service Support Centers to further strengthen its R&D and
service support capabilities. The R&D Center in Bundang will
enable the Company to recruit engineering talent locally to
implement new R&D programs. The support facility in Icheon will
enable ACM to better support customers in the region.
Financial Summary
All figures refer to the first quarter of 2018, unless noted
otherwise. All comparisons are with the first quarter of 2017,
unless otherwise noted.
-1-
|
|
Three
Months Ended March 31,
|
|||
|
|
GAAP
|
Non-GAAP(1)
|
||
|
|
2018
|
2017
|
2018
|
2017
|
|
|
(dollars
in thousands)
|
|||
|
Revenue
|
$9,743
|
$5,660
|
$9,743
|
$5,660
|
|
Gross
margin(2)
|
52.6%
|
42.4%
|
52.7%
|
42.4%
|
|
Income (loss) from
operations(2)
|
$(1,904)
|
$(1,553)
|
$271
|
$(718)
|
|
Net loss
attributable to ACM Research,
Inc.(2)
|
$(2,780)
|
$(2,089)
|
$(605)
|
$(1,254)
|
|
Basic
EPS
|
$(0.18)
|
$(0.43)
|
$(0.04)
|
$(0.26)
|
|
Diluted
EPS
|
$(0.18)
|
$(0.43)
|
$(0.04)
|
$(0.26)
|
(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.”
(2)
Non-GAAP financial
measures exclude stock-based compensation.
●
Revenue. Revenue increased 72.1% to $9.7
million, due to higher selling prices associated with the higher
value of the equipment sold.
●
Gross Margin. Gross margin was 52.6%,
compared to 42.4% in the first quarter of 2017. The strong gross
margin performance was due to sales of higher value products in the
quarter. Gross margin was above the range of 40.0% to 45.0%
generally anticipated by the Company for the foreseeable future.
Gross margin may vary from period to period due to the mix between
higher-margin products and relatively lower-margin
products.
●
Operating Expenses. Operating expenses
were $7.0 million. Non-GAAP operating expense, which removes
stock-based compensation, was $4.8 million, up 55%. Non-GAAP
operating expenses as a percent of revenue decreased, as planned,
due to the Company’s disciplined budgeting
process.
●
Net loss attributable to ACM Research.
Net loss was $2.8 million. Non-GAAP net loss was $0.6 million, a
substantial improvement from the non-GAAP net loss of $1.3 million
in the first quarter of 2017.
●
Cash Position. The Company held $15.2
million in cash and cash equivalents as of March 31, 2018, down
from $17.7 million as of December 31, 2017. The decline in
cash balance reflected an increase in purchase orders for parts and
components associated with the assembly of products expected to be
shipped in the second and third quarters.
Outlook
ACM is
reiterating its full year 2018 revenue guidance of $65 million. The
Company’s confidence in this outlook was strengthened by the
recent receipt of several orders that are expected to ship and be
recognized within the year. ACM now has a backlog more than $50
million in orders, most of which are expected to be delivered to
customers by the third quarter. A very high proportion of the
shipments are expected to be accepted and revenue recognized before
year-end.
-2-
Conference Call Details
A
conference call to discuss results will be held today at 8:00 a.m.
U.S Eastern Time (8:00 p.m. China Time). Dial-in details for the
call are as follows. Please reference conference ID
8936308.
|
|
Phone Number
|
Toll-Free Number
|
|
United States
|
+1 (845) 675-0437
|
+1 (866) 519-4004
|
|
Hong Kong
|
+852 3018 6771
|
+852 800906601
|
|
Mainland China
|
+86 (800) 819 0121
|
|
|
|
+86 (400) 620 8038
|
|
|
Other International
|
+65 6713 5090
|
|
A
recording of the webcast will be available on the investor page of
the ACM Research website at www.acmrcsh.com
for one week following the call.
Use of Non-GAAP Financial Measures
ACM
Research presents non-GAAP gross margin, operating income (loss)
and net loss as supplemental measures to GAAP financial measures
regarding ACM Research’s operational performance. These
supplemental measures exclude the impact of stock-based
compensation, which ACM Research does not believe is 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 Non-GAAP
to GAAP Financial Measures.”
ACM
Research believes these non-GAAP financial measures are useful to
investors in assessing its operating performance. ACM Research 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 Research also believes it is in the best interests of investors
for ACM Research to provide this non-GAAP information.
While
ACM Research 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 Research’s
consolidated financial statements prepared in accordance with
GAAP.
Forward-Looking Statements
Information
presented above under “Financial Summary—Gross
Margin” with respect to the expected range of gross margin
for the foreseeable future and under “Fiscal 2018 Revenue
Outlook” contains forward-looking statements for purposes of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Actual results may vary significantly from ACM
Research’s expectations based on a number of risks and
uncertainties, including but not limited to the following:
anticipated customer orders or identified market opportunities may
not grow or develop as anticipated; customer orders already
received may be postponed or canceled; suppliers may not be able to
meet ACM Research’s demands on a timely basis; volatile
global economic, market, industry and other conditions could result
in sharply lower demand for products containing semiconductors and
for the company's products and in disruption of capital and credit
markets; ACM Research’s failure to successfully manage its
operations; and trade regulations, currency fluctuations, political
instability and war may materially adversely affect ACM Research
due to its substantial non-U.S. customer and supplier base and its
substantial non-U.S. manufacturing operations. ACM Research cannot
guarantee any future results, levels of activity, performance or
achievements. ACM Research expressly disclaims any obligation to
update forward-looking statements after the date of this press
release.
-3-
About ACM Research, Inc.
ACM
Research develops, manufactures and sells single-wafer wet cleaning
equipment, which semiconductor manufacturers can use in numerous
manufacturing steps to remove particles, contaminants and other
random defects, and thereby improve product yield, in fabricating
advanced integrated circuits.
©
ACM Research, Inc. SAPS, TEBO and the ACM Research logo are
trademarks of ACM Research, Inc. All rights reserved. Any other
trademarks are the property of their respective
owners.
For investor and media inquiries, please contact:
In the United
States:
The Blueshirt
Group
Ralph
Fong
+1
(415) 489-2195
ralph@blueshirtgroup.com
In
China:
The Blueshirt Group
Asia
Gary
Dvorchak, CFA
+86
(138) 1079-1480
gary@blueshirtgroup.com
-4-
ACM RESEARCH, INC.
Condensed Consolidated Balance Sheets
|
|
March 31
|
December 31,
|
|
|
2018
|
2017
|
|
|
(unaudited)
|
(audited)
|
|
|
(in thousands, except share and per share data)
|
|
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash
and cash equivalents
|
15,186
|
17,681
|
|
Accounts
receivable, less allowance for doubtful accounts of $0 as of March
31, 2018 and $0 as of December 31, 2017(note 3)
|
27,793
|
26,762
|
|
Other
receivables
|
1,222
|
2,491
|
|
Inventory
(note 4)
|
19,865
|
15,388
|
|
Prepaid
expenses
|
2,383
|
546
|
|
Other
current assets
|
45
|
46
|
|
Total current assets
|
66,494
|
62,914
|
|
Property,
plant and equipment, net (note 5)
|
2,731
|
2,340
|
|
Intangible
assets, net
|
126
|
106
|
|
Deferred
tax assets (note 15)
|
1,345
|
1,294
|
|
Investment
in affiliates, equity method (note 10)
|
1,238
|
1,237
|
|
Total assets
|
71,934
|
67,891
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
Current
liabilities:
|
|
|
|
Short-term
borrowings (note 6)
|
10,376
|
5,095
|
|
Notes
payable
|
0
|
11
|
|
Warrant
liability (note 8)
|
0
|
3,079
|
|
Accounts
payable (including amounts due to a related party of $264 at March
31, 2018 and $1,925 at December 31, 2017 (note 10))
|
5,525
|
7,419
|
|
Advances
from customers
|
264
|
143
|
|
Income
taxes payable
|
44
|
44
|
|
Other
payables and accrued expenses (including amounts due to a
related-party of $ 2,247 as of March 31, 2018 and $2,118 as of
December 31, 2017(note 11) (note 7))
|
6,542
|
6,026
|
|
Total
current liabilities
|
22,751
|
21,817
|
|
Other
long-term liabilities (note 9)
|
6,181
|
6,217
|
|
Total liabilities
|
28,932
|
28,034
|
|
|
|
|
|
Commitments and contingencies (Note 17)
|
|
|
|
Common
stock – Class A, with par value $0.0001: 100,000,000 shares
authorized, 13,390,270 shares issued and outstanding as of March
31, 2018; 100,000,000 shares authorized, 12,935,546 shares issued
and outstanding as of December 31, 2017; (note 13)
|
1
|
1
|
|
Common
stock – Class B, with par value $0.0001: 7,303,533 shares
authorized and 2,409,738 shares issued and outstanding as of March
31, 2018 and 7,303,533 shares authorized and 2,409,738 shares
issued and outstanding as of December 31, 2017 (note
13)
|
-
|
-
|
|
Additional
paid in capital
|
54,914
|
49,695
|
|
Accumulated
deficit
|
(12,740)
|
(9,961)
|
|
Accumulated
other comprehensive loss
|
827
|
122
|
|
Total stockholders’ equity
|
43,002
|
39,857
|
|
Total liabilities and stockholders’ equity
|
$71,934
|
$67,891
|
-5-
ACM RESEARCH, INC.
Condensed Consolidated Statements of Operations and Comprehensive
Loss
|
|
Three Months ended March 31,
|
|
|
|
2018
|
2017
|
|
|
(unaudited)
|
(unaudited)
|
|
|
(in thousands, except share and per share data)
|
|
|
Revenue
|
$9,743
|
$5,660
|
|
Cost
of revenue
|
4,621
|
3,258
|
|
Gross profit
|
5,122
|
2,402
|
|
Operating
expenses:
|
|
|
|
Sales
and marketing
|
1,855
|
1,163
|
|
Research
and development
|
1,541
|
928
|
|
General
and administrative
|
3,630
|
1,864
|
|
Total operating expenses, net
|
7,026
|
3,955
|
|
Loss from operations
|
(1,904)
|
(1,553)
|
|
Interest
income
|
3
|
2
|
|
Interest
expense
|
(103)
|
(78)
|
|
Other
income (expense), net
|
(754)
|
(64)
|
|
Equity
income in net income of affiliates
|
1
|
|
|
Loss before income taxes
|
(2,758)
|
(1,693)
|
|
Income
tax (expense) benefit (note 16)
|
(22)
|
(781)
|
|
Net loss
|
(2,780)
|
(2,474)
|
|
Less:
Net loss attributable to non-controlling interests
|
|
(385)
|
|
Net loss attributable to ACM Research, Inc.
|
(2,780)
|
(2,089)
|
|
Comprehensive
loss:
|
|
|
|
Net
loss
|
(2,780)
|
(2,474)
|
|
Foreign
currency translation adjustment
|
705
|
44
|
|
Comprehensive loss
|
(2,075)
|
(2,430)
|
|
Less:
Comprehensive loss attributable to non-controlling
interests
|
|
(369)
|
|
Total comprehensive loss attributable to ACM Research, Inc.
(note 2)
|
$(2,075)
|
$(2,061)
|
|
Net
loss per common share (note 2):
|
|
|
|
Basic
|
$(0.18)
|
$(0.43)
|
|
Diluted
|
$(0.18)
|
$(0.43)
|
|
|
|
|
|
Weighted-average
common shares outstanding used in computing per share amounts (note
2):
|
|
|
|
Basic
|
15,383,086
|
4,817,745
|
|
Diluted
|
15,383,086
|
4,817,745
|
-6-
ACM RESEARCH, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
As described under “Use of Non-GAAP Financial Measures”
above, ACM Research presents non-GAAP gross margin, operating
income and net income (loss) as supplemental measures to GAAP
financial measures, each of which excludes stock-based compensation
(“SBC”) from the equivalent GAAP financial line items.
The following tables reconcile gross margin, operating income and
net income (loss) to the related non-GAAP financial
measures:
|
|
Three Months Ended March 31,
|
|||||
|
|
2018
|
2017
|
||||
|
|
Actual
|
|
Adjusted
|
Actual
|
|
Adjusted
|
|
|
(GAAP)
|
|
(Non-GAAP)
|
(GAAP)
|
|
(Non-GAAP)
|
|
|
(in thousands)
|
|||||
|
|
|
|
|
|
|
|
|
Revenue
|
$9,743
|
$-
|
$9,743
|
$5,660
|
$-
|
$5,660
|
|
Cost
of revenue
|
(4,621)
|
(8)
|
(4,613)
|
(3,258)
|
(5)
|
(3,253)
|
|
Gross
profit
|
5,122
|
(8)
|
5,130
|
2,402
|
(5)
|
2,407
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
Sales
and marketing
|
(1,855)
|
(34)
|
(1,821)
|
(1,163)
|
(6)
|
(1,157)
|
|
Research
and development
|
(1,541)
|
(27)
|
(1,514)
|
(928)
|
(13)
|
(915)
|
|
General
and administrative
|
(3,630)
|
(2,106)
|
(1,524)
|
(1,864)
|
(811)
|
(1,053)
|
|
Income
(Loss) from operations
|
$(1,904)
|
$(2,175)
|
$271
|
$(1,553)
|
$(835)
|
$(718)
|
|
Net
loss attributable to ACM Research, Inc.
|
$(2,780)
|
$(2,175)
|
$(605)
|
$(2,089)
|
$(835)
|
$(1,254)
|
-7-
Exhibit
99.02
ACM Research Reports Second Quarter 2018 Results
FREMONT,
California, August 7, 2018 (Globe Newswire) – ACM Research,
Inc. (“ACM Research” or the “Company”)
(NASDAQ:ACMR), a provider of single-wafer wet cleaning equipment
used by manufacturers of advanced semiconductors, today reported
financial results for its second fiscal quarter ended June 30,
2018.
ACM
Research’s President and Chief Executive Officer Dr. David
Wang commented, “Our business momentum accelerated in the
second quarter, with record revenue, strong profitability, and new
product development. We also made excellent progress on the
capacity expansion at our new Shanghai facility, which is intended
to support demand for many quarters to come.”
Dr.
Wang continued, “We are thrilled with the market interest in
our product offerings, as demonstrated by a purchase order from a
new strategic DRAM customer announced during the quarter, and
evaluation of our platforms by major global semiconductor
manufacturers. ACM remains focused on its mission to become a
significant player by producing the most advanced cleaning tools
for the next generation of semiconductor
manufacturing.”
Second Quarter Operating Highlights
●
Expanding Customer Base in Memory. ACM
Research received a purchase order for wafer-cleaning tools based
on its proprietary Space Alternated Phase Shift (SAPS) technology
from a leading manufacturer of DRAM memory chips in China. The
Company intends to ship the initial SAPS tool in the third quarter
of 2018, with revenue recognition in future periods upon
qualification and acceptance. This platform can also support TEBO
capability to enable the megasonic cleaning of pattern
wafers.
●
Capacity additions to support our growth
objectives. During the second quarter, ACM Research
completed the first phase of its capacity expansion project at an
additional facility in Shanghai, China. The $1.5 million investment
has provided approximately 50,000 additional square feet of
production space intended to support more than $250 million of
revenue, when fully-tooled. Initial production is expected to begin
in the third quarter of 2018, with a gradual ramp in future
quarters.
●
Strengthens Executive Leadership Team.
The Company announced the appointment of Mark McKechnie as Vice
President of Finance. McKechnie brings more than 25 years of
experience in product management, corporate finance, and public
equity markets, and will lead ACM’s Financial Planning and
Analysis (FP&A), Investor Relations, Strategy, and Capital
Markets efforts.
Financial Summary
All figures refer to the second quarter of 2018, unless noted
otherwise. All comparisons are with the second quarter of 2017,
unless otherwise noted.
-1-
|
|
Three
Months Ended June 30,
|
|||
|
|
GAAP
|
Non-GAAP(1)
|
||
|
|
2018
|
2017
|
2018
|
2017
|
|
|
(dollars
in thousands)
|
|||
|
Revenue
|
$20,873
|
$8,763
|
$20,873
|
$8,763
|
|
Gross
margin(2)
|
41.8%
|
39.4%
|
41.8%
|
39.4%
|
|
Income (loss) from
operations(2)
|
$2,331
|
$(202)
|
$2,515
|
$312
|
|
Net income (loss)
attributable to ACM Research, Inc.(2)
|
$3,215
|
$(658)
|
$3,399
|
$(144)
|
|
Basic
EPS
|
$0.20
|
$(0.13)
|
$0.21
|
$(0.03)
|
|
Diluted
EPS
|
$0.18
|
$(0.13)
|
$0.19
|
$(0.03)
|
|
|
Six
Months Ended June 30,
|
|||
|
|
GAAP
|
Non-GAAP(1)
|
||
|
|
2018
|
2017
|
2018
|
2017
|
|
|
(dollars
in thousands)
|
|||
|
Revenue
|
$30,616
|
$14,423
|
$30,616
|
$14,423
|
|
Gross
margin(2)
|
45.2%
|
40.6%
|
45.3%
|
40.6%
|
|
Income (loss) from
operations(2)
|
$427
|
$(1,755)
|
$2,787
|
$(408)
|
|
Net income (loss)
attributable to ACM Research, Inc.(2)
|
$435
|
$(2,747)
|
$2,795
|
$(1,400)
|
|
Basic
EPS
|
$0.03
|
$(0.55)
|
$0.18
|
$(0.28)
|
|
Diluted
EPS
|
$0.02
|
$(0.55)
|
$0.16
|
$(0.28)
|
(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.”
(2)
Non-GAAP financial
measures exclude stock-based compensation.
●
Revenue increased 138.2% to $20.9
million, due to increased volume of tools shipped, coupled with
higher selling prices associated with the higher value of the
equipment sold.
●
Gross margin was 41.8%, compared to
39.4% in the second quarter of 2017. The improvement in gross
margin was due to better absorption of fixed costs on higher
product sales. Gross margin was within the Company’s
long-term business model range of 40.0% to 45.0%. The Company
expects gross margin to vary from period to period due to a variety
of factors, such as sales volume and product mix.
●
Operating expenses were $6.4 million.
Non-GAAP operating expense, which removes stock-based compensation,
was $6.2 million, up 98%. Non-GAAP operating expenses as a percent
of revenue decreased to 30%, versus 36% in the second quarter of
2017.
●
Net income attributable to ACM Research,
Inc. was $3.2 million.
Non-GAAP net income was $3.4 million, versus a non-GAAP net loss of
$0.1 million in the second quarter of 2017.
●
Cash and equivalents at quarter end was
$17.4 million, up from $15.2 million at the start of the
quarter.
Outlook
The
Company has raised its full year 2018 revenue guidance to $70
million, an increase of $5 million versus its previous 2018 revenue
guidance.
-2-
Conference Call Details
A
conference call to discuss results will be held today at 8:00 a.m.
U.S Eastern Time (8:00 p.m. China Time). Dial-in details for the
call are as follows. Please reference conference ID
5172047.
|
|
Phone Number
|
Toll-Free Number
|
|
United States
|
+1 (845) 675-0437
|
+1 (866) 519-4004
|
|
Hong Kong
|
+852 3018 6771
|
+852 800906601
|
|
Mainland China
|
+86 (800) 819 0121
|
|
|
|
+86 (400) 620 8038
|
|
|
Other International
|
+65 6713 5090
|
|
A
recording of the webcast will be available on the investor page of
the ACM Research website at www.acmrcsh.com
for one week following the call.
Use of Non-GAAP Financial Measures
ACM
Research presents non-GAAP gross margin, operating income (loss)
and net loss as supplemental measures to GAAP financial measures
regarding ACM Research’s operational performance. These
supplemental measures exclude the impact of stock-based
compensation, which ACM Research does not believe is 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 Non-GAAP
to GAAP Financial Measures.”
ACM
Research believes these non-GAAP financial measures are useful to
investors in assessing its operating performance. ACM Research 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 Research also believes it is in the best interests of investors
for ACM Research to provide this non-GAAP information.
While
ACM Research 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 Research’s
consolidated financial statements prepared in accordance with
GAAP.
Forward-Looking Statements
Information
presented above under “Financial Summary—Gross
Margin” with respect to the expected range of gross margin
for the foreseeable future and under “Fiscal 2018 Revenue
Outlook” contains forward-looking statements for purposes of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Actual results may vary significantly from ACM
Research’s expectations based on a number of risks and
uncertainties, including but not limited to the following:
anticipated customer orders or identified market opportunities may
not grow or develop as anticipated; customer orders already
received may be postponed or canceled; suppliers may not be able to
meet ACM Research’s demands on a timely basis; volatile
global economic, market, industry and other conditions could result
in sharply lower demand for products containing semiconductors and
for the company's products and in disruption of capital and credit
markets; ACM Research’s failure to successfully manage its
operations; and trade regulations, currency fluctuations, political
instability and war may materially adversely affect ACM Research
due to its substantial non-U.S. customer and supplier base and its
substantial non-U.S. manufacturing operations. ACM Research cannot
guarantee any future results, levels of activity, performance or
achievements. ACM Research expressly disclaims any obligation to
update forward-looking statements after the date of this press
release.
-3-
About ACM Research, Inc.
ACM
Research develops, manufactures and sells single-wafer wet cleaning
equipment, which semiconductor manufacturers can use in numerous
manufacturing steps to remove particles, contaminants and other
random defects, and thereby improve product yield, in fabricating
advanced integrated circuits.
©
ACM Research, Inc. SAPS, TEBO and the ACM Research logo are
trademarks of ACM Research, Inc. All rights reserved. Any other
trademarks are the property of their respective
owners.
For investor and media inquiries, please contact:
In the United
States:
The Blueshirt
Group
Ralph
Fong
+1
(415) 489-2195
ralph@blueshirtgroup.com
In
China:
The Blueshirt Group
Asia
Gary
Dvorchak, CFA
+86
(138) 1079-1480
gary@blueshirtgroup.com
-4-
ACM RESEARCH, INC.
Condensed Consolidated Balance Sheets
|
ACM Research, Inc.
|
||
|
Condensed Consolidated Balance Sheets
|
||
|
(unaudited)
|
||
|
|
|
|
|
|
June 30,
|
December 31,
|
|
|
2018
|
2017
|
|
|
(unaudited)
|
(audited)
|
|
|
(in thousands, except share and per share data)
|
|
|
Assets
|
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$17,435
|
$17,681
|
|
Accounts receivable, less allowance for doubtful accounts of $ nil as of June
30, 2018 and $ nil as of
December 31, 2017
|
33,289
|
26,762
|
|
Other receivables
|
1,308
|
2,491
|
|
Inventories
|
27,531
|
15,388
|
|
Prepaid expenses
|
2,316
|
546
|
|
Other current assets
|
-
|
46
|
|
Total current assets
|
81,879
|
62,914
|
|
Property, plant and equipment, net
|
3,050
|
2,340
|
|
Intangible assets, net
|
231
|
106
|
|
Deferred tax assets
|
1,278
|
1,294
|
|
Investment in affiliates, equity method
|
1,355
|
1,237
|
|
Other
long term assets
|
40
|
-
|
|
Total assets
|
$87,833
|
$67,891
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
Current liabilities:
|
|
|
|
Short-term borrowings
|
$9,932
|
$5,095
|
|
Warrant liability
|
-
|
3,079
|
|
Accounts payable
|
17,755
|
7,419
|
|
Advances from customers
|
1,931
|
143
|
|
Income taxes payable
|
231
|
44
|
|
Other payables and accrued expenses
|
6,518
|
6,037
|
|
Total current liabilities
|
36,367
|
21,817
|
|
Other long-term liabilities
|
5,869
|
6,217
|
|
Total liabilities
|
42,236
|
28,034
|
|
Commitments and contingencies
|
|
|
|
Shareholder's
equity:
|
|
|
|
Common stock
– Class A,
par value $0.0001: 100,000,000
shares authorized as of June 30, 2018 and
2017. 13,957,339 shares issued and
outstanding as of June 30, 2018
and 12,935,546 shares issued and outstanding as of December 31, 2017
|
1
|
1
|
|
Common stock–Class
B, par value $0.0001: 7,303,533
shares authorized as of June 30, 2018 and
2017. 1,920,173 shares issued and
outstanding as of June
30, 2018 and 2,409,738 shares issued and outstanding as of December 31, 2017
|
-
|
-
|
|
Additional paid in capital
|
55,331
|
49,695
|
|
Accumulated deficit
|
(9,526)
|
(9,961)
|
|
Accumulated other comprehensive
income (loss)
|
(209)
|
122
|
|
Total stockholders’ equity
|
45,597
|
39,857
|
|
Total liabilities and stockholders’ equity
|
$87,833
|
$67,891
|
|
|
|
|
-5-
ACM RESEARCH, INC.
Condensed Consolidated Statements of Operations and Comprehensive
Loss
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||
|
|
2018
|
2017
|
2018
|
2017
|
|
|
(Unaudited)
|
(Unaudited)
|
||
|
|
( in thousands, except share and per share data)
|
( in thousands, except share and per share data)
|
||
|
Revenue
|
$20,873
|
$8,763
|
$30,616
|
$14,423
|
|
Cost of revenue
|
12,149
|
5,312
|
16,770
|
8,570
|
|
Gross profit
|
8,724
|
3,451
|
13,846
|
5,853
|
|
Operating expenses:
|
|
|
|
|
|
Sales and marketing
|
2,682
|
1,420
|
4,537
|
2,583
|
|
Research and development
|
2,419
|
939
|
3,960
|
1,867
|
|
General and administrative
|
1,292
|
1,294
|
4,922
|
3,158
|
|
Total operating expenses, net
|
6,393
|
3,653
|
13,419
|
7,608
|
|
Income
(loss) from operations
|
2,331
|
(202)
|
427
|
(1,755)
|
|
Interest income
|
14
|
3
|
17
|
5
|
|
Interest expense
|
(149)
|
(86)
|
(252)
|
(164)
|
|
Other expense, net
|
1,066
|
(228)
|
311
|
(292)
|
|
Equity income in net income of affiliates
|
117
|
-
|
118
|
-
|
|
Income
(loss) before income taxes
|
3,379
|
(513)
|
621
|
(2,206)
|
|
Income tax benefit
(expense) (note 15)
|
(164)
|
32
|
(186)
|
(749)
|
|
Net income
(loss) attributable to ACM Research, Inc.
|
3,215
|
(481)
|
435
|
(2,955)
|
|
Less: Net income
(loss) attributable to non-controlling interests
|
-
|
177
|
-
|
(208)
|
|
Net income
(loss) attributable to ACM Research, Inc.
|
$3,215
|
$(658)
|
$435
|
$(2,747)
|
|
Comprehensive income
(loss)
|
|
|
|
|
|
Net
income (loss)
|
3,215
|
(481)
|
435
|
(2,955)
|
|
Foreign currency translation adjustment
|
(1,036)
|
220
|
(331)
|
264
|
|
Comprehensive income
(loss)
|
2,179
|
(261)
|
104
|
(2,691)
|
|
Less: Comprehensive income
(loss) attributable to non-controlling interests
|
-
|
259
|
-
|
(110)
|
|
Total comprehensive income
(loss) attributable to ACM Research, Inc.
|
$2,179
|
$(520)
|
$104
|
$(2,581)
|
|
|
|
|
|
|
|
Net income
(loss) attributable to ACM Research, Inc.
per common share :
|
|
|
|
|
|
Basic
|
$0.20
|
$(0.13)
|
$0.03
|
$(0.55)
|
|
Diluted
|
$0.18
|
$(0.13)
|
$0.02
|
$(0.55)
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding used in computing per share amounts:
|
||||
|
Basic
|
15,838,540
|
5,086,989
|
15,611,863
|
4,964,989
|
|
Diluted
|
18,119,733
|
5,086,989
|
17,669,650
|
4,964,989
|
-6-
ACM RESEARCH, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
As described under “Use of Non-GAAP Financial Measures”
above, ACM Research presents non-GAAP gross margin, operating
income and net income (loss) as supplemental measures to GAAP
financial measures, each of which excludes stock-based compensation
(“SBC”) from the equivalent GAAP financial line items.
The following tables reconcile gross margin, operating income and
net income (loss) to the related non-GAAP financial
measures:
|
|
Three Months Ended June 30,
|
|||||
|
|
2018
|
2017
|
||||
|
|
Actual
|
|
Adjusted
|
Actual
|
|
Adjusted
|
|
|
(GAAP)
|
|
(Non-GAAP)
|
(GAAP)
|
|
(Non-GAAP)
|
|
|
(in thousands)
|
|||||
|
|
|
|
|
|
|
|
|
Revenue
|
$20,873
|
$-
|
$20,873
|
$8,763
|
$-
|
$8,763
|
|
Cost
of revenue
|
(12,149)
|
(11)
|
(12,138)
|
(5,312)
|
(5)
|
(5,307)
|
|
Gross
profit
|
8,724
|
(11)
|
8,735
|
3,451
|
(5)
|
3,456
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
Sales
and marketing
|
(2,682)
|
(39)
|
(2,643)
|
(1,420)
|
(13)
|
(1,407)
|
|
Research
and development
|
(2,419)
|
(40)
|
(2,379)
|
(939)
|
(13)
|
(926)
|
|
General
and administrative
|
(1,292)
|
(94)
|
(1,198)
|
(1,294)
|
(483)
|
(811)
|
|
Income
(Loss) from operations
|
$2,331
|
$(184)
|
$2,515
|
$(202)
|
$(514)
|
$312
|
|
Net
income (loss) attributable to ACM Research, Inc.
|
$3,215
|
$(184)
|
$3,399
|
$(658)
|
$(514)
|
$(144)
|
|
|
Six Months Ended June 30,
|
|||||
|
|
2018
|
2017
|
||||
|
|
Actual
|
|
Adjusted
|
Actual
|
|
Adjusted
|
|
|
(GAAP)
|
|
(Non-GAAP)
|
(GAAP)
|
|
(Non-GAAP)
|
|
|
(in thousands)
|
|||||
|
|
|
|
|
|
|
|
|
Revenue
|
$30,616
|
$-
|
$30,616
|
$14,423
|
$-
|
$14,423
|
|
Cost
of revenue
|
(16,770)
|
(19)
|
(16,751)
|
(8,570)
|
(10)
|
(8,560)
|
|
Gross
profit
|
13,846
|
(19)
|
13,865
|
5,853
|
(10)
|
5,863
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
Sales
and marketing
|
(4,537)
|
(73)
|
(4,464)
|
(2,583)
|
(18)
|
(2,565)
|
|
Research
and development
|
(3,960)
|
(67)
|
(3,893)
|
(1,867)
|
(25)
|
(1,842)
|
|
General
and administrative
|
(4,922)
|
(2,201)
|
(2,721)
|
(3,158)
|
(1,294)
|
(1,864)
|
|
Income
(Loss) from operations
|
$427
|
$(2,360)
|
$2,787
|
$(1,755)
|
$(1,347)
|
$(408)
|
|
Net
income (loss) attributable to ACM Research, Inc.
|
$435
|
$(2,360)
|
$2,795
|
$(2,747)
|
$(1,347)
|
$(1,400)
|
-7-