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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ACM Research Inc | NASDAQ:ACMR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.00 | 3.79% | 27.5142 | 15.00 | 45.00 | 27.8112 | 26.85 | 27.37 | 883,959 | 05:00:01 |
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
|
|
94-3290283
(I.R.S. Employee Identification
No.)
|
|
|
|
42307 Osgood Road, Suite I, Fremont, California
|
|
94539
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Class A
Common Stock, $0.0001 par value per share
|
|
Nasdaq
Global Market
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
file
(Do not check if a smaller
reporting company)
☐
|
Smaller
reporting company ☑
|
|
Emerging
growth company ☑
|
|
|
6
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23
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45
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45
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45
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45
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45
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47
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48
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72
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73
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107
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||
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107
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||
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108
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109
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109
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109
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109
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109
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109
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109
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112
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|
chemicals, used to remove random defects from wafer surfaces or interconnects and barrier metals as part of the chip front-end fabrication process or for purposes of recycling test wafers. By combining our megasonic and chemical cleaning technologies, we have designed these tools to remove random defects with greater efficacy and efficiency than conventional wafer cleaning processes, with enhanced process flexibility and reduced quantities of chemicals. Each of our SAPS models was initially built to meet specific requirements of a key customer. We expect the sales prices of our SAPS tools generally to range between $2.5 million and $5.0 million, although the sales price of a particular tool will vary depending upon the required specifications. |
|
●
compact design, with footprint of 2.65m
x 4.10m x 2.85m (WxDxH), requiring limited clean room floor
space;
●
up to 8 chambers, providing throughput
of up to 225 wafers per hour;
●
double-sided cleaning capability, with
up to 5 cleaning chemicals for process flexibility;
●
2-chemical recycling capability for
reduced chemical consumption;
●
image wafer detection method for
lowering wafer breakage rates; and
●
chemical delivery module for delivery of
dilute hydrofluoric acid, RCA SC-1 solution, functional de-ionized
water and carbon dioxide to each of the chambers.
|
|
●
compact design, with footprint of 2.55m
x 5.1m x 2.85m (WxDxH);
●
up to 12 chambers, providing throughput
of up to 375 wafers per hour;
●
chemical supply system integrated into
mainframe;
●
inline mixing method replaces tank
auto-changing, reducing process time; and
●
improved drying technology using hot
isopropyl alcohol and de-ionized water.
|
|
●
an equipment front-end module, or EFEM,
which moves wafers from chamber to chamber;
●
one or more
chamber modules, each equipped with a TEBO megasonic generator
system;
●
an electrical
module to provide power for the tool; and
●
a chemical
delivery module.
|
|
●
compact design, with footprint of 2.25m
x 2.25m x 2.85m (WxDxH);
●
up to 8 chambers with an upgraded
transport system and optimized robotic scheduler, providing
throughput of up to 300 wafers per hour;
●
EFEM module consisting of 4 load ports,
transfer robot and 1 process robot; and
●
focus on dilute chemicals contributes to
environmental sustainability and lower cost of
ownership.
|
|
●
footprint of 2.45m x 5.30m x 2.85m
(WxDxH);
●
up to 12 chamber modules, providing
throughput of up to 300 wafers per hour;
●
EFEM module consisting of 4 load ports,
1 transfer robot and 1 process robot; and
●
chemical delivery module for delivery of
isopropyl alcohol, dilute hydrofluoric acid, RCA SC-1 solution,
functional de-ionized water and carbon dioxide to each of the
chambers.
|
For
example, our Ultra C Coater is used in applying photoresist, a
light-sensitive material used in photolithography to transfer a
pattern from a mask onto a wafer. Coaters typically provide input
and output elevators, shuttle systems and other devices to handle
and transport wafers during the coating process. Unlike most
coaters, the Ultra C Coater is fully automated. In addition, based
on requests from customers, we developed and incorporated the
special function of chamber auto-clean module into the Ultra C
Coater, which further differentiates it from other products in the
market. The Ultra C Coater is designed to deliver improved
throughput and more efficient tool utilization while eliminating
particle generation.
|
|
|
High
|
Low
|
Fourth Quarter 2017
(from November 3, 2017)
|
$
8.48
|
$
4.91
|
|
Year Ended December 31,
|
||
|
2017
|
|
2016
|
Risk-free
interest rate
|
2.21%-2.22%
|
|
2.02%
-2.32%
|
Expected
volatility
|
28.62%-29.18%
|
|
29.93%
|
Expected
term (in years)
|
6.25
|
|
5.75-6.25
|
Expected
dividend yield
|
0%
|
|
0%
|
|
Year Ended December 31,
|
||
|
2017
|
|
2016
|
Risk-free interest
rate
|
1.62%-2.43%
|
|
1.00%
-2.25%
|
Expected
volatility
|
28.71%-29.41%
|
|
29.93%
|
Expected
term
(in years)
|
3.58-6.25
|
|
2.11-6.24
|
Expected
dividend yield
|
0%
|
|
0%
|
Grant
Dates
|
Number of
Common Shares Underlying
Options Granted
|
Exercise Price
per Common Share
|
Estimated Fair
Value
per
Common Share
|
May 1,
2015
|
783,338
|
$
1.50
|
$
1.50
|
September 8,
2015
|
263,335
|
1.50
|
1.50
|
December 28,
2016
|
1,424,596
|
3.00
|
2.28
|
March 9,
2017
|
33,334
|
7.50
|
7.50
|
May 9,
2017
|
183,335
|
7.50
|
7.50
|
November 2,
2017
|
120,002
|
5.60
|
5.60
|
|
Year
Ended December 31,
|
|
|
2017
|
2016
|
Revenue
|
100.0
%
|
100.0
%
|
Cost
of revenue
|
52.8
|
51.3
|
Gross
margin
|
47.2
|
48.7
|
Operating
expenses:
|
|
|
Sales
and marketing
|
15.1
|
14.3
|
Research
and development
|
14.1
|
11.9
|
General
and administrative
|
16.1
|
9.7
|
Total
operating expenses, net
|
45.3
|
35.9
|
Income
from operations
|
1.9
|
12.8
|
Interest
expense, net
|
(0.7
)
|
(0.6
)
|
Other
income (expense), net
|
(2.4
)
|
(1.3
)
|
Income
(loss) before income taxes
|
(1.1
)
|
10.9
|
Income
tax (expense) benefit
|
(1.5
)
|
(2.2
)
|
Net
income (loss)
|
(2.6
)
|
8.7
|
Less:
Net income (loss) attributable to non-controlling
interests
|
(1.5
)
|
4.9
|
Net
income (loss) attributable to ACM Research, Inc.
|
(1.1
)%
|
3.8
%
|
|
Year ended
December 31,
|
% Change
|
|
|
2017
|
2016
|
2016 v 2017
|
|
(in
thousands)
|
|
|
Revenue
|
$
36,506
|
$
27,371
|
33
%
|
|
Year
Ended
December
31,
|
% Change
|
|
|
2017
|
2016
|
2016 v
2017
|
|
(in
thousands)
|
|
|
Cost of
revenue
|
$
19,281
|
$
14,042
|
37.3
%
|
Gross
profit
|
$
17,225
|
$
13,329
|
29.2
|
Gross
margin
|
47.2
%
|
48.7
%
|
(1.5
)%
|
|
Year
Ended
December
31,
|
% Change
|
|
|
2017
|
2016
|
2016 v
2017
|
|
(in
thousands)
|
|
|
Sales and marketing
expense
|
$
5,500
|
$
3,907
|
40.77
%
|
Research and
development expense
|
5,138
|
3,259
|
57.66
|
General and
administrative expense
|
5,887
|
2,673
|
120.24
|
Total operating
expenses, net
|
$
16,525
|
$
9,839
|
67.95
%
|
|
Year
Ended
December
31,
|
% Change
|
|
|
2017
|
2016
|
2016 v
2017
|
|
(in
thousands)
|
|
|
Interest expense,
net
|
$
(268
)
|
$
(165
)
|
62.4
%
|
Other income
(expense), net
|
(792
)
|
(343
)
|
(131
)
|
|
Year Ended December 31,
|
|
|
2017
|
2016
|
Current:
|
(in thousands)
|
|
U.S.
federal
|
$
-
|
$
-
|
U.S.
state
|
-
|
(1
)
|
Foreign
|
-
|
-
|
Total
current tax expense
|
-
|
(1
)
|
Deferred:
|
|
|
U.S.
federal
|
-
|
-
|
U.S.
state
|
-
|
-
|
Foreign
|
(547
)
|
(594
)
|
Total
deferred tax expense
|
(547
)
|
(594
)
|
Total
income tax expense
|
$
(547
)
|
$
(595
)
|
Issue
Date
|
|
Transaction
|
Gross Proceeds
|
|
|
|
(in thousands)
|
2016
|
|
Option
exercises
|
$
584
|
2017
|
|
Option
exercises
|
396
|
September
2017
|
|
Private
placements
|
15,300
|
November
2017
|
|
IPO
|
12,504
|
November
2017
|
|
Concurrent
private placement
|
7,467
|
2018
|
|
Option
Exercises
|
62
|
|
|
$
36,313
|
Lender
|
|
Agreement
Date
|
|
|
Maturity Date
|
|
|
Annual
Interest Rate
|
|
|
Maximum
Borrowing Amount(1)
|
|
Amount
Outstanding at December 31, 2017(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
thousands)
|
|
||
Bank of
China Pudong Branch
|
|
August 2017
|
|
|
March 2018
|
|
|
4.80
|
%
|
|
RMB30,000
|
|
RMB14,500
|
|
|
|
|
|
|
|
|
|
|
|
|
$4,590
|
|
$2,219
|
|
Bank of
Shanghai Pudong Branch
|
|
August 2017
|
|
|
October 2018
|
|
|
5.66
|
|
|
RMB25,000
|
|
RMB13,800
|
|
|
|
|
|
|
|
|
|
|
|
|
$3,825
|
|
$2,111
|
|
Shanghai Rural
Commercial Bank
|
|
November 2017
|
|
|
November 2018
|
|
|
5.44-5.66
|
|
|
RMB5,000
|
|
RMB5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$765
|
|
$765
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB60,000
|
|
RMB33,300
|
|
|
|
|
|
|
|
|
|
|
|
|
$9,180
|
|
$5,095
|
|
|
December 31, 2017
|
|
(in thousands)
|
Cash
and cash equivalents
|
$
17,681
|
Accounts
receivable, less allowance for doubtful amounts
|
26,762
|
Inventory
|
15,388
|
Working
capital
|
41,097
|
|
Page
|
Consolidated Financial Statements
|
74
|
|
|
Report of Independent Registered Public Accounting
Firm
|
74
|
|
|
Consolidated Balance Sheets as of December 31, 2017 and
2016
|
75
|
|
|
Consolidated Statements of Operations and Comprehensive Income
(Loss) for the Years ended December 31, 2017 and 2016
|
76
|
|
|
Consolidated Statements of Changes in Redeemable Convertible
Preferred Stock and Stockholders’ Equity (Deficit) for the
Years ended December 31, 2017 and 2016
|
77
|
|
|
Consolidated
Statements of Cash Flows for the Years ended December 31, 2017 and
2016
|
78
|
|
|
Notes to Consolidated Financial Statements
|
79
|
|
|
|
Year Ended December 31,
|
|
|
2017
|
2016
|
|
(in
thousands, except share and per share data)
|
|
Revenue
|
$
36,506
|
$
27,371
|
Cost
of revenue
|
19,281
|
14,042
|
Gross profit
|
17,225
|
13,329
|
Operating
expenses:
|
|
|
Sales
and marketing
|
5,500
|
3,907
|
Research
and development
|
5,138
|
3,259
|
General
and administrative
|
5,887
|
2,673
|
Total operating expenses, net
|
16,525
|
9,839
|
Income from operations
|
700
|
3,490
|
Interest
income
|
9
|
16
|
Interest
expense
|
(277
)
|
(181
)
|
Other
expense, net
|
(794
)
|
(343
)
|
Equity
in net income of affiliates
|
37
|
-
|
Income (loss) before income taxes
|
(325
)
|
2,982
|
Income
tax expense (note 17)
|
(547
)
|
(595
)
|
Net income (loss)
|
(872
)
|
2,387
|
Less:
Net income (loss) attributable to non-controlling
interests
|
(554
)
|
1,356
|
Net income (loss) attributable to ACM Research, Inc.
|
(318
)
|
1,031
|
Comprehensive
income (loss):
|
|
|
Net
income (loss)
|
(872
)
|
2,387
|
Foreign
currency translation adjustment
|
472
|
(522
)
|
Comprehensive income (loss)
|
(400
)
|
1,865
|
Less:
Comprehensive income (loss) attributable to non-controlling
interests
|
(369
)
|
1,161
|
Total comprehensive income (loss) attributable to ACM Research,
Inc. (note 2)
|
$
(31
)
|
$
704
|
Net
income (loss) per common share (note 2):
|
|
|
Basic
|
$
(0.05
)
|
$
0.30
|
Diluted
|
(0.05
)
|
$
0.18
|
Weighted-average
common shares outstanding used in computing per share amounts (note
2):
|
|
|
Basic
|
6,865,390
|
2,176,315
|
Diluted
|
6,865,390
|
3,792,137
|
|
Year
Ended December 31,
|
|
|
2017
|
2016
|
|
(in
thousands)
|
|
Cash
flows from operating activities:
|
|
|
Net income
(loss)
|
$
(872
)
|
$
2,387
|
Adjustments to
reconcile net income (loss) from operations to net cash provided by
operating activities:
|
|
|
Depreciation and
amortization
|
271
|
187
|
Undistributed
earnings from investments in equity method
affiliates
|
(37
)
|
-
|
Loss on disposals of
fixed assets, intangible assets and other long-term
assets
|
1
|
3
|
Net loss from debt
conversion and interest waiver
|
-
|
1,608
|
Deferred income
taxes
|
659
|
436
|
Stock-based
compensation
|
1,622
|
383
|
Net changes in
operating assets and liabilities:
|
|
|
Accounts
receivable
|
(9,757
)
|
(4,724
)
|
Other
receivables
|
332
|
(621
)
|
Inventory
|
(3,073
)
|
(3,055
)
|
Prepaid
expenses
|
256
|
219
|
Other current
assets
|
8
|
(47
)
|
Accounts
payable
|
1,905
|
3,177
|
Advances from
customers
|
(127
)
|
(4,078
)
|
Other payables and
accrued expenses
|
1,789
|
276
|
Other long-term
liabilities
|
(1,078
)
|
147
|
Net
cash used in operating activities
|
(8,101
)
|
(3,702
)
|
|
|
|
Cash
flows from investing activities:
|
|
|
Purchase of property
and equipment
|
(651
)
|
(795
)
|
Purchase of
intangible assets
|
(115
)
|
(22
)
|
Proceed from disposal
of property and equipment
|
-
|
7
|
Loan to related
party
|
(946
)
|
-
|
Purchase of
non-controlling interest
|
(20,808
)
|
-
|
Investment in
affiliates, equity method
|
(1,200
)
|
-
|
Net
cash used in investing activities
|
(23,720
)
|
(810
)
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds from
short-term borrowings
|
11,154
|
5,918
|
Repayments of
short-term borrowings
|
(11,110
)
|
(7,575
)
|
Investors’
deposit
|
-
|
2,902
|
Proceeds
from stock option exercise to common stock
|
396
|
410
|
Proceeds
from issuance of Series E convertible preferred
stock
|
5,800
|
-
|
Proceeds
from issuance of Series F convertible preferred
stock
|
-
|
9,040
|
Proceeds
from issuance of common stock in connection with initial public
offering and concurrent private placement
, net of direct issuance expenses
of $1,254
|
18,717
|
-
|
Payment of initial public
offering expenses
|
(1,537
)
|
-
|
Investment in
affiliates, equity method
|
1,000
|
-
|
Repayments of notes
payable
|
-
|
(141
)
|
Proceeds from
issuance of common stock for non-controlling interest
purchase
|
14,300
|
-
|
Net
cash provided by financing activities
|
38,720
|
10,554
|
|
|
|
Effect
of exchange rate changes on cash and cash
equivalents
|
663
|
(324
)
|
|
|
|
Net increase in cash
and cash equivalents
|
7,562
|
5,718
|
Cash and cash
equivalents at beginning of period
|
10,119
|
4,401
|
Cash
and cash equivalents at end of period
|
$
17,681
|
$
10,119
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Interest
paid
|
$
277
|
$
181
|
|
|
|
Non-cash
financing activities:
|
|
|
Debt conversion to
Class A common stock
|
-
|
$
1,486
|
Debt conversion to
Series F convertible preferred stock
|
-
|
$
119
|
Exercise of stock
option in lieu of the cash repayment of notes
payable
|
-
|
$
174
|
Preferred stock
conversion to common stock in connection with initial public
offering
|
$
23,834
|
-
|
|
|
Computer and office
equipment
|
3 to 5
years
|
Furniture and
fixtures
|
5
years
|
Leasehold
improvements
|
shorter of lease term or estimated
useful life
|
|
|
Manufacturing
equipment
|
for
small to medium-sized equipment, 5 years; for large equipment,
estimated by purchasing department at time of
acceptance
|
Furniture and
fixtures
|
5
years
|
Transportation
equipment
|
4 to 5
years
|
Electronic
equipment
|
3
years
|
Leasehold
improvements
|
remaining lease
term for improvements on leased fixed assets or, for large
improvements, estimated useful life; not less than 3 years for
non-fixed asset repairs
|
|
Year Ended December 31,
|
|
|
2017
|
2016
|
Balance
at beginning of period
|
$
290
|
$
459
|
Additions
|
736
|
544
|
Utilized
|
(187
)
|
(713
)
|
Balance
at end of period
|
$
839
|
$
290
|
|
Year ended December 31,
|
|
|
2017
|
2016
|
Customer
A
|
*
|
33.7
%
|
Customer
B
|
18.10
%
|
25.00
|
Customer
C
|
*
|
24.00
|
Customer
D
|
12.77
|
16.60
|
Customer
E
|
14.12
|
*
|
Customer
F
|
10.23
|
*
|
Consolidated balance
sheets:
|
|
At
December 31, 2017
|
RMB
6.5359 to $1.00
|
At
December 31, 2016
|
RMB 6.9348 to $1.00
|
|
|
Consolidated statements of operations
and comprehensive income:
|
|
Year
ended December 31, 2017
|
RMB
6.7522 to $1.00
|
Year
ended December 31, 2016
|
RMB
6.6401 to $1.00
|
|
For the Year Ended
December 31,
|
|
|
2017
|
2016
|
Numerator:
|
|
|
Net
income (loss)
|
$
(872
)
|
$
2,387
|
Net
income (loss) attributable to non-controlling interest
|
(554
)
|
1,356
|
Net
income allocated to participating securities
|
-
|
386
|
Net
income (loss) available to common stockholders, basic and
diluted
|
$
(318
)
|
$
645
|
Denominator:
|
|
|
Weighted
average shares outstanding, basic
|
6,865,390
|
2,176,315
|
Effect
of dilutive securities
|
-
|
1,615,822
|
Weighted
average shares outstanding, diluted
|
6,865,390
|
3,792,137
|
Net
income (loss) per common share:
|
|
|
Basic
|
$
(0.05
)
|
$
0.30
|
Diluted
|
$
(0.05
)
|
$
0.18
|
As of December 31, 2016
:
|
|
|
|
|
Liabilities:
|
|
|
|
|
Short-term
borrowings
|
$
—
|
$
4,761
|
$
—
|
$
4,761
|
|
December
31,
|
|
|
2017
|
2016
|
Accounts
receivable
|
$
26,762
|
$
16,026
|
Less: Allowance for
doubtful accounts
|
—
|
—
|
Total
|
$
26,762
|
$
16,026
|
|
December
31,
|
|
|
2017
|
2016
|
Raw
materials
|
$
6,181
|
$
7,698
|
Work in
process
|
4,328
|
1,260
|
Finished
goods
|
4,879
|
2,708
|
|
|
|
Total inventory,
gross
|
15,388
|
11,666
|
Inventory
reserve
|
—
|
—
|
Total inventory,
net
|
$
15,388
|
$
11,666
|
|
December 31,
|
|
|
2017
|
2016
|
Manufacturing
equipment
|
$
9,660
|
$
8,566
|
Office
equipment
|
463
|
410
|
Transportation
equipment
|
203
|
191
|
Leasehold
improvement
|
277
|
224
|
Total
cost
|
10,603
|
9,391
|
Less:
Total accumulated depreciation
|
(8,263
)
|
(7,562
)
|
Construction
in progress
|
-
|
433
|
Total
property, plant and equipment, net
|
$
2,340
|
$
2,262
|
|
December 31,
2017
|
December 31,
2016
|
Borrowings
from Bank of China, due on February 10, 2017 with annual interest
rate of 4.8%, secured by certain of the Company’s
intellectual property and fully repaid on February 13,
2017
|
$
-
|
$
1,222
|
Borrowings
from Bank of Shanghai Pudong Branch, due on June 24, 2017 with an
annual interest rate of 5.66%, guaranteed by the Company’s
CEO and fully repaid on June 25, 2017
|
-
|
281
|
Line
of credit up to $3,605 (RMB 25,000) from Bank of Shanghai Pudong
Branch, due on July 3, 2017 with floating interest (interest rate
of 5.66% at December 31, 2016), guaranteed by the Company’s
CEO and fully repaid on May 18, 2017
|
-
|
1,455
|
Line
of credit up to $3,670 from Bank of Shanghai Pudong Branch, due on
July 3, 2017 with an annual interest rate of 3.2%, guaranteed by
the Company’s CEO and fully repaid on June 7,
2017
|
-
|
1,803
|
Line
of credit up to $4,590 (RMB 30,000) from Bank of China Pudong
Branch, due on March 5, 2018 with floating interest rate (annual
interest rate of 4.80% at December 31, 2017), secured by certain of
the Company’s intellectual property
|
2,219
|
-
|
Line
of credit up to $3,825 (RMB 25,000) from Bank of Shanghai Pudong
Branch, various withdraws due in October 2018 with floating
interest rate (annual interest rate of 5.66% at December 31, 2017),
guaranteed by the Company’s CEO
|
2,111
|
-
|
Borrowings
from Shanghai Rural Commercial Bank, due on November 21, 2018 with
annual interest rate of 5.44%, pledged by ACM Shanghai’s
accounts receivable (note 3) and guaranteed by the Company’s
CEO.
|
765
|
-
|
Total
|
$
5,095
|
$
4,761
|
|
December
31,
|
|
2017
|
Fair value of
common share (1)
|
$
5.25
|
Expected term in
years (2)
|
5.38
|
Volatility
(3)
|
28.71
%
|
Risk-free interest
rate (4)
|
2.20
%
|
Expected dividend
(5)
|
0
%
|
|
December 31,
|
|
|
2017
|
2016
|
Subsidies to Stress
Free Polishing project, commenced in 2008 and
2017
|
$
1,952
|
$
1,958
|
Subsidies to
Electro Copper Plating project, commenced in 2014
|
4,265
|
4,921
|
Total
|
$
6,217
|
$
6,879
|
|
December
31,
2017
|
2018
|
$
50
|
2019
|
22
|
Total
|
$
72
|
|
2017
|
2016
|
Series
A convertible preferred stock
|
-
|
385,000
|
Series
B convertible preferred stock
|
-
|
1,572,000
|
Series
C convertible preferred stock
|
-
|
1,360,962
|
Series
D convertible preferred stock
|
-
|
2,659,975
|
Series
E convertible preferred stock
|
-
|
-
|
Series
F convertible preferred stock
|
-
|
6,000,000
|
|
-
|
11,977,937
|
|
Number of Option Shares
|
Weighted Average Grant Date Fair
Value
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual
Term
|
Outstanding
at December 31, 2015
|
1,500,010
|
$
0.48
|
$
1.02
|
5.60
|
Granted
|
1,009,371
|
0.54
|
3.00
|
|
Exercised
|
(409,004
)
|
0.42
|
0.75
|
|
Expired
|
-
|
-
|
-
|
|
Forfeited
|
-
|
-
|
-
|
|
Outstanding
at December 31, 2016
|
2,100,377
|
0.54
|
2.03
|
7.83
|
Granted
|
140,002
|
2.28
|
6.75
|
|
Exercised
|
(174,334
)
|
0.45
|
0.75
|
|
Expired
|
(3,752
)
|
0.54
|
3.00
|
|
Forfeited
|
(16,677
)
|
0.54
|
3.00
|
|
Outstanding
at December 31, 2017
|
2,045,616
|
$
0.66
|
$
2.46
|
7.57
|
Vested
and exercisable at December 31, 2017
|
1,010,313
|
|
|
|
|
December 31,
|
||
|
2017
|
|
2016
|
Fair
value of common share(1)
|
$5.60-7.59
|
|
$2.28
|
Expected
term in years(2)
|
6.25
|
|
5.75-6.25
|
Volatility(3)
|
28.62% -29.18%
|
|
29.93%
|
Risk-free
interest rate(4)
|
2.21%-2.22%
|
|
2.02%-2.32%
|
Expected
dividend(5)
|
0%
|
|
0%
|
|
December
31,
|
||
|
2017
|
|
2016
|
Fair value of common share(1)
|
$5.25-7.59
|
|
$2.28
|
Expected term in years(2)
|
3.58-6.25
|
|
2.11-6.24
|
Volatility(3)
|
28.71%-29.41%
|
|
29.93%
|
Risk-free interest rate(4)
|
1.62%-2.43%
|
|
1.00%-2.25%
|
Expected dividend(5)
|
0%
|
|
0%
|
|
Year
Ended
December
31,
|
|
|
2017
|
2016
|
Current:
|
|
|
U.S.
federal
|
$
-
|
$
-
|
U.S.
state
|
-
|
(1
)
|
Foreign
|
-
|
-
|
Total
current tax expense
|
-
|
(1
)
|
Deferred:
|
|
|
U.S.
federal
|
-
|
-
|
U.S.
state
|
-
|
-
|
Foreign
|
(547
)
|
(594
)
|
Total
deferred tax expense
|
(547
)
|
(594
)
|
Total
income tax expense
|
$
(547
)
|
$
(595
)
|
|
Year Ended
December 31,
|
|
|
2017
|
2016
|
Revenue
|
$
6,985
|
$
5,803
|
Cost
of revenue
|
(6,394
)
|
(5,346
)
|
Gross
profit
|
591
|
457
|
Operating
expenses:
|
|
|
Sales
and marketing expenses
|
(368
)
|
(64
)
|
General
and administrative expenses
|
(3,961
)
|
(1,202
)
|
Research
and development expenses
|
(50
)
|
(6
)
|
Loss
from operations
|
(3,788
)
|
(815
)
|
Equity
in earnings of unconsolidated subsidiaries
|
3,475
|
3,561
|
Other
income (expense), net
|
-
|
(1,608
)
|
Interest
expense, net
|
(5
)
|
(106
)
|
Income
(loss) before income taxes
|
(318
)
|
1,032
|
Income
tax expense (benefit)
|
-
|
(1
)
|
Net
income (loss)
|
$
(318
)
|
$
1,031
|
|
Year
Ended
December 31,
|
|
|
2017
|
2016
|
Net
cash used in operating activities
|
$
(13,848
)
|
$
(2,220
)
|
Net
cash used in investing activities
|
(21,754
)
|
-
|
Net
cash provided by financing activities
|
38,676
|
9,309
|
Net
increase in cash and cash equivalents
|
3,074
|
7,089
|
Cash
and cash equivalents, beginning of year
|
7,264
|
504
|
Effect
of exchange rate changes on cash and cash equivalents
|
536
|
(329
)
|
Cash
and cash equivalents, end of year
|
$
10,874
|
$
7,264
|
Exhibit
No.
|
|
Description
|
|
Restated
Certificate of Incorporation of ACM Research,
Inc.
|
|
|
|
|
|
Restated Bylaws of
ACM Research, Inc.
|
|
|
|
|
4.01# |
|
Warrant dated March 14, 2017 issued by ACM Research, Inc. to Shengxin (Shanghai) Management Consulting Limited Partnership |
|
|
|
4.02# |
|
Form of Warrant dated November 2, 2017 issued to
the underwriters of ACM Research, Inc.'s initial public offering
exercisable for an aggregate of 80,000 shares of Class A common
stock
|
|
|
|
|
Lease
dated March 22, 2017 between ACM Research, Inc. and D&J
Construction, Inc.
|
|
|
|
|
|
Lease
dated September 6, 2016 between ACM Research (Shanghai), Inc.
and Shanghai Zhangjiang Group Co., Ltd.
|
|
|
|
|
10.03# |
|
Underwriting Agreement dated November 2, 2017
between ACM Research, Inc. and Roth Capital Partners, LLC, as
representative of the several underwriters named on Schedule I
thereto
|
|
|
|
|
Securities Purchase
Agreement dated March 14, 2017 by and among ACM Research,
Inc., Shengxin (Shanghai) Management Consulting Limited Partnership
and ACM Research (Shanghai), Inc.
|
|
|
|
|
|
Securities Purchase
Agreement dated March 23, 2017 between ACM Research, Inc. and
Shanghai Science and Technology Venture Capital Co., Ltd., as
amended
|
|
|
|
|
|
Securities Purchase
Agreement dated August 31, 2017 by and among ACM Research, Inc.,
Shanghai Pudong High-Tech Investment Co., Ltd. and Pudong Science
and Technology (Cayman) Co., Ltd.
|
|
|
|
|
|
Securities Purchase
Agreement dated August 31, 2017 by and among ACM Research, Inc.,
Shanghai Zhangjiang Science & Technology Venture Capital Co.,
Ltd. and Zhangjiang AJ Company Limited
|
|
|
|
|
|
Ordinary Share
Purchase Agreement dated September 6, 2017 by and among
ACM Research, Inc., Ninebell Co., Ltd. and Moon-Soo
Choi
|
|
|
|
|
|
Class A Common
Stock Purchase Agreement dated September 6, 2017 by and among
ACM Research, Inc., Ninebell Co., Ltd. and Moon-Soo
Choi
|
|
|
|
|
|
Form of
Second Amended and Restated Registration Rights Agreement to be
entered into between ACM Research, Inc. and certain of its
stockholders
|
|
Stock
Purchase Agreement, dated October 11, 2017, by and among ACM
Research, Inc., Xunxin (Shanghai) Capital Co., Limited, Xinxin
(Hongkong) Capital Co., Limited and David H. Wang
|
|
|
|
|
|
Stock
Purchase Agreement, dated October 16, 2017, by and between ACM
Research, Inc. and Victorious Way Limited
|
|
|
|
|
|
Nomination and
Voting Agreement, dated October 11, 2017, by and among Xinxin
(Hongkong) Capital Co., Limited, ACM Research, Inc., David H. Wang,
and the individuals named therein
|
|
|
|
|
|
Voting
Agreement, dated March 23, 2017, by and among Shanghai Technology
Venture Capital Co., Ltd. (also known as Shanghai Science and
Technology Venture Capital Co., Ltd.) and ACM Research,
Inc.
|
|
|
|
|
|
2016
Omnibus Incentive Plan of ACM Research, Inc.
|
|
|
|
|
|
Form of
Incentive Stock Option Grant Notice and Agreement under 2016
Omnibus Incentive Plan
|
|
|
|
|
|
Form of
Non-qualified Stock Option Grant Notice and Agreement under 2016
Omnibus Incentive Plan
|
|
|
|
|
|
Form of
Restricted Stock Unit Grant Notice and Agreement under 2016 Omnibus
Incentive Plan
|
|
|
|
|
|
Form of
Nonstatutory Stock Option Agreement of ACM Research,
Inc.
|
|
|
|
|
|
1998
Stock Option Plan of ACM Research, Inc.
|
|
|
|
|
|
Form of
Incentive Stock Option Agreement under 1998 Stock Option
Plan
|
|
|
|
|
|
Form of
Non-statutory Stock Option Agreement under 1998 Stock Option
Plan
|
|
|
|
|
|
Form of
Indemnification Agreement entered into between ACM Research, Inc.
and certain of its directors and officers
|
|
|
|
|
|
Executive Retention
Agreement dated November 14, 2016 between ACM Research, Inc.
and Min Xu
|
|
|
|
|
|
Line of
Credit Agreement dated August 21, 2017 between ACM Research
(Shanghai), Inc. and Shanghai Pudong Development Zone Branch of
Bank of China Limited
|
|
|
|
|
|
Line of
Credit Agreement dated August 21, 2017 between ACM Research
(Shanghai), Inc. and Bank of Shanghai Co., Ltd. Pudong
Branch
|
|
|
|
|
|
List of
Subsidiaries of ACM Research, Inc.
|
|
|
|
|
|
Consent
of BDO China Shu Lan Pan Certified Public Accountants
LLP
|
|
|
|
|
31.01 |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
31.02 |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.01 |
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
101.INS |
|
XBRL Instance Document |
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
ACM
RESEARCH, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ David H.
Wang
|
|
|
|
David H.
Wang
|
|
|
|
Chief Executive
Officer and President
|
|
Signature
|
|
Title
|
|
|
|
/s/ David H.
Wang
|
|
Chief Executive Officer, President and Director |
David H.
Wang
|
|
(
Principal Executive
Officer
)
|
|
|
|
/s/ Lisa
Feng
|
|
Interim Chief Financial Officer, Chief Accounting Officer and Treasurer |
Lisa
Feng
|
|
(Principal Accounting
Officer
)
|
|
|
|
/s/ Haiping
Dun
|
|
Director |
Haiping
Dun
|
|
|
|
|
|
/s/ Tracy
Liu
|
|
Director |
Tracy
Liu
|
|
|
|
|
|
/s/ Yinan
Xiang
|
|
Director |
Yinan
Xiang
|
|
|
1 Year ACM Research Chart |
1 Month ACM Research Chart |
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