UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
☐ 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
(State or Other Jurisdiction of Incorporation or Organization)
94-3290283
(I.R.S. Employer Identification No.)
42307 Osgood Road, Suite I, Fremont, California
(Address of Principal Executive Offices)
94539
(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
Class A Common Stock, $0.0001 par value
Trading Symbol
ACMR
Name of Each Exchange on which Registered
The NASDAQ Stock Market LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Securities registered pursuant to Section 12(g) of the Act: None.
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 ☑ No ☐
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 ☑ No ☐
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 ☑
Non-accelerated filer ☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value on June 30, 2022 (the last business day of the registrant’s most recently completed second quarter) of the voting common equity held by non-
affiliates of the registrant, computed by reference to the $16.83 closing price of the stock on that date, was $739.0 million. The registrant does not have non-voting common
equity outstanding.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class
Class A Common Stock, $0.0001 par value
Class B Common Stock, $0.0001 par value
Number of Shares Outstanding
54,681,261 shares outstanding as of February 22, 2023
5,021,811 shares outstanding as of February 22, 2023
Documents Incorporated By Reference
The registrant intends to file a proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2022. Portions of such proxy
statement are incorporated by reference in Part III of this report.
TABLE OF CONTENTS
PART I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART III
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Item 9C
Item 10
Item 11
Item 12
Item 13
Item 14
Item 15
Item 16
Signatures
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART IV
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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 the PRC, 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.
Our principal corporate office is located in Fremont, California. We conduct a substantial majority of our product development, manufacturing, support and services in the PRC
through ACM Shanghai. We perform, through a subsidiary of ACM Shanghai, additional product development and subsystem production in South Korea, and we conduct,
through ACM Research, sales and marketing activities focused on sales of ACM Shanghai products in North America, Europe and certain regions in Asia outside mainland
China.
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ACM Research is not a PRC operating company, and we do not conduct our operations in the PRC through the use of a variable interest entity, or VIE, or any other structure
designed for the purpose of avoiding PRC legal restrictions on direct foreign investments in PRC-based companies. ACM Research has a direct ownership interest in ACM
Shanghai as the result of its holding 82.5% of the outstanding shares of ACM Shanghai. Stockholders of ACM Research may never directly own equity interests in ACM
Shanghai. We do not believe that our corporate structure or any other matters relating to our business operations require that we obtain any permissions or approvals from the
China Securities Regulatory Commission, the Cyberspace Administration of China, or any other PRC central government authority in order to continue to list shares of Class A
common stock of ACM Research on the Nasdaq Global Select Market. This determination was based on the facts aforementioned and the PRC Company Law, PRC Securities
Law, cybersecurity regulations and other relevant laws, regulations and regulatory requirements in the PRC currently in effect. However, if this determination proves to be
incorrect, then it could have a material adverse effect on ACM Research. See “Item IA. Risk Factors— Risks Related to International Aspects of Our Business—If any PRC
central government authority were to determine that existing PRC laws or regulations require that ACM Shanghai obtain the authority’s permission or approval to continue the
listing of ACM Research’s Class A common stock in the United States or if those existing PRC laws and regulations, or interpretations thereof, were to change to require such
permission or approval, ACM Shanghai may be unable to obtain the required permission or approval or may only be able to obtain such permission or approval on terms and
conditions that impose material new restrictions and limitations on operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial
condition, results of operations, reputation and prospects and on the trading price of ACM Research Class A common stock, which could decline in value or become worthless.”
The business of ACM Shanghai is subject to complex laws and regulations in the PRC that can change quickly with little or no advance notice. To date, beyond the COVID-19-
related restrictions in 2022, we have not experienced such intervention or influence by PRC central government authorities or a change in those authorities’ rules and regulations
that have had a material impact on ACM Shanghai or ACM Research.
In addition, in the ordinary course of business, ACM Shanghai is required to obtain certain operating permits and licenses necessary for it to operate in the PRC, including
business licenses, certifications relating to quality management standards, import and export-related qualifications from customs, as well as environmental and construction
permits, licenses and approvals relating to construction projects. We believe ACM Shanghai has all such required permits and licenses. However, from time to time the PRC
government issues new regulations, which may require additional actions on the part of ACM Shanghai to comply. If ACM Shanghai does not, or is unable to, obtain any such
additional permits or licenses, ACM Shanghai may be subjected to restrictions and penalties imposed by the relevant PRC regulatory authorities, and it could have a material
adverse effect on our business, financial condition, results of operations, reputation and prospects and on the trading price of ACM Research Class A common stock, which
could decline in value or become worthless.
The following chart depicts our corporate organization as of December 31, 2022:
Cash amounts held by ACM Shanghai at PRC banks in mainland China are subject to a series of risk control regulatory standards from PRC bank regulatory authorities. ACM
Shanghai is required to obtain approval from the State Administration of Foreign Exchange, or SAFE, to transfer funds into or out of the PRC. SAFE requires a valid agreement
to approve the transfers, which are processed through a bank. Other than these PRC foreign exchange restrictions, ACM Shanghai is not subject to any PRC restrictions and
limitations on its ability to transfer funds to ACM Research or among our other subsidiaries. However, cash held by ACM Shanghai in mainland China does exceed applicable
insurance limits and is subject to risk of loss, although no such losses have been experienced to date.
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ACM Research (CA), Inc., or ACM California, periodically procures goods and services on behalf of ACM Shanghai. For these transactions, ACM Shanghai makes cash
payments to ACM California in accordance with applicable transfer pricing arrangements. ACM California periodically borrows funds for working capital advances from its
direct parent, CleanChip Technologies Limited, or CleanChip. ACM California renews or repays these intercompany loans in accordance with their terms. For sales through
CleanChip and ACM Research, a certain amount of sales proceeds is repatriated back to ACM Shanghai in accordance with applicable transfer pricing arrangements in the
ordinary course of business. Subsequent to June 30, 2020, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, no cash
transfers, dividends or other payments or distributions have been made between ACM Research and ACM Shanghai. We intend to retain any future earnings to finance the
operations and expenses of our business, and we do not expect to distribute earnings or declare or pay any dividends in the foreseeable future.
The U.S. Holding Foreign Companies Accountable Act, or the HFCA Act, requires that the Public Company Accounting Oversight Board, or the PCAOB, determine whether it
is unable to inspect or investigate completely registered public accounting firms located in a non-U.S. jurisdiction because of a position taken by one or more authorities in any
non-U.S. jurisdiction. BDO China Shu Lun Pan Certified Public Accountants LLP, or BDO China, had been our independent registered public accounting firm in recent years,
including for the year ended December 31, 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was enacted
on December 29, 2022 under the Consolidated Appropriations Act, 2023, as further described below. On December 16, 2021, the PCAOB reported its determination that it was
unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong, including BDO China, because of positions taken by
PRC authorities in those jurisdictions. On March 30, 2022, based on this determination, ACM Research was transferred to the SEC’s “Conclusive list of issuers identified under
the HFCA.” See “Item 1A. Risk Factors—Risks Related to International Aspects of Our Business—We could be adversely affected if we are unable to comply with recent and
proposed legislation and regulations regarding improved access to audit and other information and audit inspections of accounting firms operating in the PRC” of this report for
more information. Under current regulations, if ACM Research were to be included on this list for two consecutive years due to our independent auditor being located in a
jurisdiction that does not allow for PCAOB inspections, the SEC would prohibit trading in our securities and this ultimately could cause our securities to be delisted in the U.S.,
and their value may significantly decline or become worthless.
On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in
the PRC and Hong Kong in 2022 and vacated its previous December 16, 2021 determination to the contrary. However, whether the PCAOB will continue to be able to
satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in the PRC and Hong Kong is subject to uncertainty and depends on a number of
factors out of our, and our auditor’s, control. PRC authorities will need to ensure that the PCAOB continues to have full access for inspections and investigations in 2023 and
beyond. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in the PRC and Hong Kong, among other jurisdictions. If the PRC
authorities do not allow the PCAOB complete access for inspections and investigations for two consecutive years, the SEC would prohibit trading in the securities of issuers
engaging those audit firms, as required under the HFCA Act. Further, on December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law by U.S. President
Biden, which, among other things, amended the HFCA Act to reduce the number of consecutive non-inspection years that would trigger the trading prohibition under the HFCA
Act from three years to two years (originally such threshold under the HFCA Act was three consecutive years), and so that any foreign jurisdiction could be the reason why the
PCAOB does not have complete access to inspect or investigate a company’s public accounting firm (originally the HFCA Act only applied if the PCAOB’s ability to inspect or
investigate was due to a position taken by an authority in the jurisdiction where the relevant public accounting firm was located).
In addition, on June 30, 2022, stockholders of ACM Research ratified the appointment of Armanino LLP as our independent auditor for the year ended December 31, 2022.
Armanino LLP is neither headquartered in the PRC or Hong Kong nor was it subject to the determinations announced by the PCAOB on December 16, 2021, which
determinations were vacated by the PCAOB on December 15, 2022, and, subsequent to the filing of this report, we do not believe ACM Research will appear on the “Conclusive
list of issuers identified under the HFCAA” for a second time.
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In addition to the matters discussed above, we are also subject to a number of legal and operational risks associated with our corporate structure, including as the result of a
substantial portion of our operations being conducted in the PRC. Consequences of any of those risks could result in a material adverse change in our operations or cause the
value of ACM Research Class A common stock to significantly decline in value or become worthless. Please carefully read the information included in “Item 1A. Risk
Factors” of this report, in particular the risk factors addressing the following issues:
•
•
•
If any PRC central government authority were to determine that existing PRC laws or regulations require that ACM Shanghai obtain the authority’s permission or
approval to continue the listing of ACM Research’s Class A common stock in the United States or if those existing PRC laws and regulations, or interpretations thereof,
were to change to require such permission or approval, or if we inadvertently conclude that such permissions or approvals are not required, ACM Shanghai may be unable
to obtain the required permission or approval or may only be able to obtain such permission or approval on terms and conditions that impose material new restrictions and
limitations on operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial condition, results of operations, reputation and
prospects and on the trading price of ACM Research Class A common stock, which could decline in value or become worthless.
PRC central government authorities may intervene in, or influence, ACM Shanghai’s PRC-based operations at any time, and those authorities’ rules and regulations in the
PRC can change quickly with little or no advance notice.
The PRC central government may determine to exert additional control over offerings conducted overseas or foreign investment in PRC-based issuers, which could result
in a material change in operations of ACM Shanghai and cause significant declines in the value of ACM Research Class A common stock, or make them worthless.
Recent statements and regulatory actions by PRC central government authorities with respect to the use of VIEs and to data security and anti-monopoly concerns have not
affected our ability to conduct our business operations in China. For further information, see “Item 1A. Risk Factors—Risks Related to International Aspects of Our
Business” of this report for more information.
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 and ULTRA FURNACE 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 I 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 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview,” of Part II 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, 4Q22 Update” (December 2022), 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
Item 1.
Business
Overview
We supply advanced, innovative capital equipment developed for the global semiconductor industry. Fabricators of advanced integrated circuits, or chips, can use our wet-
cleaning and other front-end processing tools in numerous steps to improve product yield, even at increasingly advanced process nodes. We have designed these tools for use in
fabricating foundry, logic and memory chips, including dynamic random-access memory, or DRAM, and 3D NAND-flash memory chips. We also develop, manufacture and sell
a range of advanced packaging tools to wafer assembly and packaging customers.
Revenue from wet cleaning and other front-end processing tools totaled $308.5 million, or 79.3% of total revenue in 2022, $202.3 million, or 77.9% of total revenue in 2021, and
$136.3 million, or 87.0% of total revenue in 2020. Selling prices for our wet-cleaning and other front-end processing tools range from $0.7 million to more than $5 million. Our
customers for wet-cleaning and other front-end processing tools have included Shanghai Huali Microelectronics Corporation, together with Huahong Semiconductor Ltd.,
collectively known as The Shanghai Huahong (Group) Company, Ltd., or The Huali Huahong Group, Semiconductor Manufacturing International Corporation, or SMIC,
Shanghai SK Hynix Inc., Yangtze Memory Technologies Co., Ltd., or YMTC, and ChangXin Memory Technologies.
Revenue from advanced packaging, other processing tools, services and spares totaled $80.3 million, or 20.7% of total revenue in 2022, $57.5 million, or 22.1% of total revenue
in 2021, and $20.4 million, or 13.0% of total revenue in 2020. Selling prices for these tools range from $0.5 million to more than $4 million. Our customers for advanced
packaging, and other processing tools have included Jiangyin Changdian Advanced Packaging Co. Ltd., a leading PRC-based wafer bumping packaging house that is a
subsidiary of JCET Group Co., Ltd.; Nantong Tongfu Microelectronics Co., Ltd., a PRC-based chip assembly and testing company that is a subsidiary of Nantong Fujitsu
Microelectronics Co., Ltd.; Nepes Co., Ltd., a semiconductor packaging company based in South Korea which acquired the operations of Deca Technologies’ Philippines
manufacturing facility in 2020; and Wafer Works Corporation, a leading PRC-based wafer supplier.
We estimate, based on third-party reports and on customer and other information, that our current product portfolio addresses approximately $16 billion of the 2022 global wafer
fab equipment, or WFE, market. By product line, we estimate an approximately $4.6 billion market opportunity is addressed by our wafer cleaning equipment, $4.3 billion by
our Plasma-Enhanced Chemical Vapor Deposition, or PECVD, equipment, $3.2 billion by our furnace equipment, $2.6 billion by our Track equipment, $800 million by our
electro-chemical plating, or ECP, equipment, and more than $800 million by our stress-free polishing, advanced packaging, wafer processing, and other processing equipment.
Based on Gartner’s estimates, the total available global market for these equipment segments increased by 7.6% from $20.1 billion in 2021, to $21.6 billion in 2022, and is
expected to decrease by 19.6% to $17.4 billion in 2023. These equipment segments are a subset of the total worldwide semiconductor WFE market, which Gartner estimates
increased by 8.9% from $92.4 billion in 2021 to $100.5 billion in 2022, and estimates will decrease by 19.0% to $81.5 billion in 2023.
We have focused our selling efforts on establishing a referenceable base of leading foundry, logic and memory chip makers, whose use of our products can influence decisions by
other manufacturers. We believe this customer base has helped us penetrate the mature chip manufacturing markets and build credibility with additional industry leaders. We
have used a “demo-to-sales” process to place evaluation equipment, or “first tools,” with a number of selected customers.
To date, a substantial majority of our sales of single-wafer wet-cleaning equipment for front-end manufacturing have been to customers located in Asia, and we anticipate that a
substantial majority of our revenue from these products will continue to come from customers located in this region for the foreseeable future.
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We have begun to add to our efforts to further address customers in North America, Western Europe and Southeast Asia by expanding our direct sales and services teams and
increasing our global marketing activities. Our U.S. operation includes sales, marketing and services personnel to expand and support major new customer initiatives for the
products of ACM Shanghai to additional regions beyond mainland China. As of December 31, 2022, we have delivered one tool for evaluation to a U.S. lab of a global
semiconductor capital equipment vendor, and two tools to the U.S. facility of a major U.S. semiconductor manufacturer. Both of these evaluations are supported by our U.S.
services team.
We are focused on building a strategic portfolio of intellectual property to support and protect our key innovations. Our tools have been developed using our key proprietary
technologies:
●
Space Alternated Phase Shift, or SAPS, technology for flat and patterned (deep via or deep trench with stronger structure) wafer surfaces. SAPS technology employs
alternating phases of megasonic waves to deliver megasonic energy in a highly uniform manner on a microscopic level. We have shown SAPS technology to be more
effective than conventional megasonic and jet spray technologies in removing random defects across an entire wafer, with increasing relative effectiveness at more
advanced production nodes.
Timely Energized Bubble Oscillation, or TEBO, technology for patterned wafer surfaces at advanced process nodes. TEBO technology has been developed to provide
effective, damage-free cleaning for 2D and 3D patterned wafers with fine feature sizes. We have demonstrated the damage-free cleaning capabilities of TEBO technology
on patterned wafers for feature nodes as small as 1xnm (16 to 19 nanometers, or nm), and we have shown TEBO technology can be applied in manufacturing processes
for patterned chips with 3D architectures having aspect ratios as high as 60‑to‑1.
Tahoe technology for cost and environmental savings. Tahoe technology delivers high cleaning performance using significantly less sulfuric acid and hydrogen peroxide
than is typically consumed by conventional high-temperature single-wafer cleaning tools.
ECP technology for advanced metal plating. Our Ultra ECP ap, or Advanced Packaging, technology was developed for back-end assembly processes to deliver a more
uniform metal layer at the notch area of wafers prior to packaging. Our Ultra ECP map, or Multi-Anode Partial Plating, technology was developed for front-end wafer
fabrication processes to deliver advanced electrochemical copper plating for copper interconnect applications. Ultra ECP map offers improved gap-filling performance for
ultra-thin seed layer applications, which is critical for advanced nodes at 28nm, 14nm and beyond.
●
●
●
In 2020, 2021 and 2022 we introduced and delivered a range of new tools intended to broaden our revenue opportunity with global semiconductor manufacturers. Product
extensions include the Ultra SFP ap tool for advanced packaging solutions, the Ultra C VI 18-chamber single wafer cleaning tool for advanced memory devices, and the Ultra
ECP 3d platform for through-silicon-via, or tsv, application. New product lines include the Ultra fn Furnace, our first dry processing tool, and a suite of semi-critical cleaning
systems which include single wafer back side cleaning, scrubber, and auto bench cleaning tools.
We added two major new product categories in 2022 with the launch of the Ultra Pmax™ PECVD tool, which is equipped with a proprietary designed chamber, gas distribution
unit and chuck, and is intended to provide better film uniformity, reduced film stress, and improved particle performance, and the introduction of the Ultra Track tool, a 300mm
process tool that delivers uniform air downflow, fast robot handling and customizable software to address specific customer requirements, and has multiple features that enhance
performance across defectivity, throughput, and cost of ownership.
We have been issued more than 448 patents in the United States, the People’s Republic of China, or PRC, Japan, Singapore, South Korea and Taiwan.
We conduct a substantial majority of our product development, manufacturing, support and services in the PRC, with additional product development and subsystem production
in South Korea. Substantially all of our integrated tools are built to order at our manufacturing facilities in the Pudong region of Shanghai, which now encompass a total of
236,000 square feet of floor space for production capacity, with leased buildings at our Chuansha campus. In May 2020 ACM Shanghai, through its wholly owned subsidiary
Shengwei Research (Shanghai), Inc., or ACM Shengwei, entered into an agreement for a land use right in the Lingang region of Shanghai. In 2020 ACM Shengwei began a
multi-year construction project for a new 1,000,000 square foot development and production center that will incorporate state-of-the-art manufacturing systems and automation
technologies and will provide floor space to support significantly increased production capacity and related research and development, or R&D, activities. We expect to complete
construction of the first Lingang manufacturing building and commence initial production in the second half of 2023 timeframe.
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Our experience has shown that chip manufacturers in the PRC and throughout Asia demand equipment that meets their specific technical requirements and generally prefer to
build relationships with local suppliers. We will continue to seek to leverage our local presence in the PRC and South Korea through our subsidiaries to address the growing
market for semiconductor manufacturing equipment in the region by working closely with regional chip manufacturers to understand their specific requirements, encourage them
to adopt our technologies, and enable us to design innovative products and solutions to address their needs.
On November 18, 2021, ACM Shanghai successfully completed its initial public offering of shares of ACM Shanghai in the PRC, which we refer to as the STAR IPO, and its
shares began trading on the Shanghai Stock Exchange’s Sci-Tech innovAtion boaRd, known as the STAR Market, which we refer to as the STAR Listing, as described under
“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Our Technology and Product Offerings
Wet Cleaning Equipment for Front End Production Processes
Chip fabricators can use our single-wafer wet-cleaning tools in numerous steps to improve product yield in the front-end production process, during which individual devices are
patterned in a chip prior to being interconnected on a wafer. Our wet-cleaning equipment has been developed using our proprietary SAPS, TEBO and Tahoe technologies, which
allow our tools to remove random defects from a wafer surface effectively, without damaging a wafer or its features, even at increasingly advanced process nodes (the minimum
line widths on a chip) of 22nm or less. We use a modular configuration that enables us to create a wet-cleaning tool meeting the specific requirements of a customer, while using
pre-existing designs for chamber, electrical, chemical delivery and other modules. Our modular approach supports a wide range of customer needs and facilitates the adaptation
of our model tools for use with the optimal chemicals selected to meet a customer’s requirements. Our tools are offered principally for use in manufacturing chips from 300
millimeter, or mm, silicon wafers, but we also offer solutions for 150mm and 200mm wafers and for nonstandard substrates, including compound semiconductor, quartz,
sapphire, glass and plastics.
SAPS Technology, Applications and Equipment
SAPS Technology
SAPS technology delivers megasonic energy uniformly to every point on an entire wafer by alternating phases of megasonic waves in the gap between a megasonic transducer
and the wafer. Radicals for removing random defects are generated in dilute solution, and the radical generation is promoted by megasonic energy. Unlike “stationary”
megasonic transducers used in conventional megasonic cleaning methods, SAPS technology moves or tilts a transducer while a wafer rotates, enabling megasonic energy to be
delivered uniformly across all points on the wafer, even if the wafer is warped. The mechanical force of cavitations generated by megasonic energy enhances the mass transfer
rate of dislodged random defects and improves particle removal efficiency.
By delivering megasonic energy in a highly uniform manner on a microscopic level, SAPS technology can precisely control the intensity of megasonic energy and can
effectively remove random defects of all sizes across the entire wafer in less total cleaning time than conventional megasonic cleaning products, without loss of material or
roughing of wafer surfaces. We have conducted trials demonstrating SAPS technology to be more effective than conventional megasonic and jet spray cleaning technologies as
defect sizes shrink from 300nm to 20nm and below. These trials show that SAPS technology has an even greater relative advantage over conventional jet spray technology for
cleaning defects between 50 and 65nm in size, and we expect the relative benefits of SAPS will continue to apply in cleaning even smaller defect sizes.
SAPS Applications
SAPS megasonic cleaning technology can be applied during the chip fabrication process to clean wafer surfaces and interconnects. It also can be used to clean, and lengthen the
lifetime, of recycled test wafers.
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Wafer Surfaces. SAPS technology can enhance removal of random defects following planarization and deposition, which are among the most important, and most repeated, steps
in the fabrication process:
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Post CMP: Chemical mechanical planarization, or CMP, uses an abrasive chemical slurry following other fabrication processes, such as deposition and etching, in order to
achieve a smooth wafer surface in preparation for subsequent processing steps. SAPS technology can be applied following each CMP process to remove residual random
defects deposited or formed during CMP.
Post Hard Mask Deposition: As part of the photolithographical patterning process, a mask is applied with each deposition of a material layer to prevent etching of material
intended to be retained. Hard masks have been developed to etch high aspect-ratio features of advanced chips that traditional masks cannot tolerate. SAPS technology can
be applied following each deposition step involving hard masks that use nitride, oxide or carbon-based materials to achieve higher etch selectivity and resolution.
For these purposes, SAPS technology uses environmentally friendly dilute chemicals, reducing chemical consumption. Chemical types include dilute solutions of chemicals used
in RCA cleaning, such as dilute hydrofluoric acid and RCA SC-1 solutions, and, for higher quality wafer cleaning, functional de-ionized water produced by dissolving hydrogen,
nitrogen or carbon dioxide in water containing a small amount of chemicals, such as ammonia. Functional water removes random defects by generating radicals, and megasonic
excitation can be used in conjunction with functional water to further increase the generation of radicals. Functional water has a lower cost and environmental impact than RCA
solutions, and using functional water is more efficient in eliminating random defects than using dilute chemicals or de-ionized water alone. We have shown that SAPS megasonic
technology using functional water exhibits high efficiency in removing random defects, especially particles smaller than 65nm, with minimal damage to structures.
Interconnects and Barrier Metals. Each successive advanced process node has led to finer feature sizes of interconnects such as contacts, which form electrical pathways
between a transistor and the first metal layer, and vias, which form electrical pathways between two metal layers. Advanced nodes have also resulted in higher aspect ratios for
interconnect structures, with thinner, redesigned metal barriers being used to prevent diffusion. SAPS technology can improve the removal of residues and other random defects
from interconnects during the chip fabrication process:
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Post Contact/Via Etch: Wet etching processes are commonly used to create patterns of high-density contacts and vias. SAPS technology can be applied after each such
etching process to remove random defects that could otherwise lead to electrical shorts.
Pre Barrier-Metal Deposition: Copper wiring requires metal diffusion barriers at the top of via holes to prevent electrical leakage. SAPS technology can be applied prior
to deposition of barrier metal to remove residual oxidized copper, which otherwise would adhere poorly to the barrier and impair performance.
For these applications, SAPS technology uses environmentally friendly dilute chemicals such as dilute hydrofluoric acid, RCA SC-1 solution, ozonated de-ionized water and
functional de-ionized water with dissolved hydrogen. These chemical solutions take the place of piranha solution, a high-temperature mixture of sulfuric acid and hydrogen
peroxide used by conventional wet wafer cleaning processes. We have shown that SAPS technology exhibits greater efficiency in removing random defects, and lower levels of
material loss, than conventional processes, and our chemical solutions are less expensive and more environmentally conscious than piranha solution.
Recycled Test Wafers. In addition to using silicon wafers for chip production, chip manufacturers routinely process wafers through a limited portion of the front-end fabrication
steps in order to evaluate the health, performance and reliability of those steps. Manufacturers also use wafers for non-product purposes such as inline monitoring. Wafers used
for purposes other than manufacturing revenue products are known as test wafers, and it is typical for twenty to thirty percent of the wafers circulating in a fab to be test wafers.
In light of the significant cost of wafers, manufacturers seek to re-use a test wafer for more than one test. As test wafers are recycled, surface roughness and other defects
progressively impair the ability of a wafer to complete tests accurately. SAPS technology can be applied to reduce random defect levels of a recycled wafer, enabling the test
wafer to be reclaimed for use in additional testing processes. For these purposes, SAPS technology includes improved fan filter units that balances intake and exhaust flows,
precise temperature and concentration controls that ensure better handling of concentrated acid processes, and two-chemical recycle capability that reduces chemical
consumption.
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SAPS Equipment
We offer two principal models of wet wafer cleaning equipment based on our SAPS technology, Ultra C SAPS II and Ultra C SAPS V. Each of these models is a single-wafer,
serial-processing tool that can be configured to customer specifications and, in conjunction with appropriate dilute 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 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.
SAPS II (released in 2011). Highlights of our SAPS II equipment include:
● 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.
SAPS V (released in 2014). SAPS V includes SAPS II features with the following upgrades:
● compact design, with footprint of 2.55m x 5.1m x 2.85m (WxDxH), requiring limited clean room floor space;
● 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.
TEBO Technology, Applications and Equipment
TEBO Technology
We developed TEBO technology for application in wet wafer cleaning during the fabrication of 2D and 3D wafers with fine feature sizes. TEBO technology facilitates effective
cleaning even with patterned features too small or fragile to be addressed by conventional jet spray and megasonic cleaning technologies.
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TEBO technology solves the problems created by transient cavitation in conventional megasonic cleaning processes. Cavitation is the formation of bubbles in a liquid, and
transient cavitation is a process in which a bubble in fluid implodes or collapses. In conventional megasonic cleaning processes, megasonic energy forms bubbles and then
causes those bubbles to implode or collapse, blasting destructive high-pressure, high-temperature micro jets toward the wafer surface. Our internal testing has confirmed that at
any level of megasonic energy capable of removing random defects, the sonic energy and mechanical force generated by transient cavitation are sufficiently strong to damage
fragile patterned structures with features less than 70nm.
TEBO technology provides multi-parameter control of cavitation by using a sequence of rapid changes in pressure to force a bubble in liquid to oscillate at controlled sizes,
shapes and temperatures, rather than implode or collapse. As a result, cavitation remains stable during TEBO megasonic cleaning processes, and a chip fabricator can, using
TEBO technology, apply the level of megasonic energy needed to remove random defects without incurring the pattern damage created by transient cavitation in conventional
megasonic cleaning.
We have demonstrated the damage-free or low-damage cleaning capabilities of TEBO technology on customers’ patterned wafers as small as 1xnm (16nm to 19nm), and we
believe TEBO technology will be applicable in even smaller fabrication process nodes. TEBO technology can be applied in manufacturing processes for conventional 2D chips
with fine features and advanced chips with 3D structures, including Fin Field Effect Transistors or FinFET, DRAM, 3D NAND and 3D cross point memory, and we expect it will
be applicable to other 3D architectures developed in the future, such as carbon nanotubes and quantum devices. As a result of the thorough, controlled nature of TEBO processes,
cleaning time for TEBO-based solutions may take longer than conventional megasonic cleaning processes. Conventional processes have proven ineffective, however, for process
nodes of 20nm or less, and we believe the increased yield that can be achieved by using TEBO technology for nodes up to 70nm can more than offset the cost of the additional
time in utilizing TEBO technology.
TEBO Applications
At process nodes of 28nm and less, chip makers face escalating challenges in eliminating nanometric particles and maintaining the condition of inside pattern surfaces. In order
to maintain chip quality and avoid yield loss, cleaning technologies must control random defects of diminishing killer defect sizes, without roughing or otherwise damaging
surfaces of transistors, interconnects or other wafer features. TEBO technology can be applied in numerous steps throughout the manufacturing process flow for effective,
damage-free cleaning:
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Memory Chips: We estimate that TEBO technology can be applied in as many as 50 steps in the fabrication of a DRAM chip, consisting of up to 10 steps in cleaning ISO
structures, 20 steps in cleaning buried gates, and 20 steps in cleaning high aspect-ratio storage nodes and stacked films.
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Logic Chips: In the fabrication process for a logic chip with a FinFET structure, we estimate that TEBO technology can be used in 15 or more cleaning steps.
For purposes of solving inside pattern surface conditions for memory or logic chips, TEBO technology uses environmentally friendly dilute chemicals such as RCA SC-1 and
hydrogen gas doped functional water.
TEBO Equipment
We offer two models of wet wafer cleaning equipment based on our TEBO technology, Ultra C TEBO II and Ultra C TEBO V. Each of these models is a single-wafer, serial-
processing tool that can be configured to customer specifications and, in conjunction with appropriate dilute chemicals, used at numerous manufacturing processing steps for
effective, damage-free cleaning of chips at process nodes of 28nm or less. TEBO equipment solves the problem of pattern damage caused by transient cavitation in conventional
jet spray and megasonic cleaning processes, providing better particle removal efficiency with limited material loss or roughing. TEBO equipment is being evaluated by a select
group of leading memory and logic chip customers.
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Each model of TEBO equipment includes:
● 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.
Ultra C TEBO II (released in 2016). Highlights of our Ultra C TEBO II equipment include:
● 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.
Ultra C TEBO V (released in 2016). Highlights of our Ultra C TEBO V equipment include:
● 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.
Tahoe Overview
Our Ultra-C Tahoe wafer cleaning tool can deliver high cleaning performance using significantly less sulfuric acid and hydrogen peroxide than is typically consumed by
conventional high-temperature single-wafer cleaning tools. During normal single-wafer cleaning processes, only a fraction of the acid reacts with the wafer surface, while the
majority is wasted as acid spins off the wafer and requires significant cost and effort to be recycled. Tahoe employs a proprietary hybrid approach in which the sulfuric acid
cleaning steps are processed in batch mode, and the final stage cleaning are processed with single-wafer cleaning technologies. In addition to providing cost savings resulting
from vastly reduced sulfuric acid consumption, Ultra-C Tahoe meets the needs of customers who face increased environmental regulations and demand new, more
environmentally friendly tools. We delivered our first Ultra C Tahoe tool to a strategic customer in 2019.
Advanced Packaging and other Back-End Processing Tools
We leverage our technology and expertise to provide a range of single-wafer tools for back-end wafer assembly and packaging factories. We develop, manufacture and sell a
wide range of advanced packaging tools, such as coaters, developers, photoresist strippers, scrubbers, wet etchers and copper-plating tools. We focus on providing custom-made,
differentiated equipment that incorporates customer-requested features at a competitive price.
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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. 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 by reducing or eliminating the cleaning of shroud in the coater which increases the tool’s continuous production time. The
Ultra C Coater is designed to deliver improved throughput and more efficient tool utilization while eliminating particle generation.
Our other advanced packaging tools include: Ultra ECP ap, which delivers a uniform metal layer to finished wafers prior to packaging; Ultra C Developer, which applies liquid
developer to selected parts of photoresist to resolve an image; Ultra C PR Megasonic-Assisted Stripper, which removes photoresist; Ultra C Scrubber, which scrubs and cleans
wafers; Ultra C Thin Wafer Scrubber, which addresses a sub-market of cleaning very thin wafers for certain Asian assembly factories; and Ultra C Wet Etcher, which etches
silicon wafers and copper and titanium interconnects.
Our Customers
Since 2009 we have delivered more than 380 wet cleaning and other front-end processing tools, more than 290 of which were repeat orders or acceptances upon contractual
performance obligations having been met and thereby generated revenue to us. The balance of the delivered tools is awaiting customer acceptance should contractual conditions
be met. To date, substantially all of our sales of equipment for semiconductor-manufacturing have been to customers located in Asia, and we anticipate that a substantial majority
of our revenue from these products will continue to come from customers located in this region for the foreseeable future. We have begun to add to our efforts to further address
customers in North America, Western Europe and Southeast Asia, by expanding our direct sales teams and increasing our global marketing activities.
We generate most of our revenue from a limited number of customers as the result of our strategy of initially placing equipment with a small number of leading chip
manufacturers that are driving technology trends and key capability implementation. In 2022, 43.8% of our revenue was derived from three customers: The Huali Huahong
Group, a leading PRC-based foundry, accounted for 18.2% of our revenue; SMIC, a leading PRC-based foundry, accounted for 15.6% of our revenue, and YMTC, a leading
PRC-based memory chip company, together with one of its subsidiaries, accounted for 10.0% of our revenue. In 2021, 48.9% of our revenue was derived from two customers:
The Huali Huahong Group accounted for 28.1% of our revenue; and YMTC, together with one of its subsidiaries, accounted for 20.8% of our revenue. In 2020, 75.8% of our
revenue was derived from three customers: The Huali Huahong Group accounted for 36.9% of our revenue; YMTC, together with one of its subsidiaries, accounted for 26.8% of
our revenue; and SMIC accounted for 12.1% of our revenue.
For our back-end wafer assembly and packaging customers, we focus on providing custom-made, differentiated equipment that incorporates a customer’s requested features at a
competitive cost of ownership. Our customers for advanced packaging, wafer processing, and other back-end processing tools have included Jiangyin Changdian Advanced
Packaging Co. Ltd., a leading PRC-based wafer bumping packaging house that is a subsidiary of JCET Group Co., Ltd.; Nantong Tongfu Microelectronics Co., Ltd., a PRC-
based chip assembly and testing company that is a subsidiary of Nantong Fujitsu Microelectronics Co., Ltd.; Nepes Co., Ltd., a semiconductor packaging company based in
South Korea which acquired the operations of Deca Technologies’ Philippines manufacturing facility in 2020; and Wafer Works Corporation, a leading PRC-based wafer
supplier.
Sales and Marketing
We market and sell our products worldwide using a combination of our direct sales force and third-party representatives. We employ direct sales teams in Asia, Europe and North
America, and have located these teams near our customers, primarily in the PRC, South Korea, Taiwan and the United States. Each salesperson has specific local market
expertise. We also employ field application engineers, who are typically co-located with our direct sales teams, to provide technical pre- and post-sale support tours and other
assistance to existing and potential customers throughout the customers’ fab planning and production line qualification and fab expansion phases. Our field application engineers
are organized by end markets as well as core competencies in hardware, control system, software and process development to support our customers.
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To supplement our direct sales teams, we have contacts with several independent sales representatives in the PRC, South Korea and Taiwan. We select these independent
representatives based on their ability to provide effective field sales, marketing forecast and technical requirement updates for our products. In the case of representatives, our
customers place purchase orders with us directly rather than with the representatives.
Our sales have historically been made using purchase orders with agreed technical specifications. Our sales terms and conditions are generally consistent with industry practice
but may vary from customer to customer. We seek to obtain a purchase order two to six months ahead of the customer’s desired delivery date. Consistent with industry practice,
we allow customers to reschedule or cancel orders at a certain cost to them on relatively short notice. Because of our relatively short delivery period and our practice of
permitting rescheduling or cancellation, we believe that backlog is not a reliable indicator of our future revenue.
Our marketing team focuses on our product strategy and technology road maps, product marketing, new product introduction processes, demand assessment and competitive
analysis, customer requirement communication and public relations. Our marketing team also has the responsibility to conduct environmental scans, study industry trends and
arrange our participation at major trade shows.
Manufacturing
We conduct a substantial majority of our product development, manufacturing, support and services in the PRC, with additional product development and subsystem production
in South Korea. Substantially all of our tools are built to order at our manufacturing facilities in the Pudong region of Shanghai, which now encompass a total of 236,000 square
feet of floor space for production capacity.
In May 2020 ACM Shanghai, through its wholly owned subsidiary ACM Shengwei, entered into an agreement for a land use right in the Lingang region of Shanghai. In July
2020 ACM Shengwei began a multi-year construction project for a new development and production center. The planned 1,000,000 square foot facility will incorporate state-of-
the-art manufacturing systems and automation technologies and will provide the floor space to support significantly more production capacity and related research and
development activities when fully staffed and supplied. See “Item 2. Properties,” of Part I of this report.
Our experience has shown that chip manufacturers in the PRC and throughout Asia demand equipment meeting their specific technical requirements and prefer building
relationships with local suppliers. We will continue to seek to leverage our local presence to address the growing market for semiconductor manufacturing equipment in the
region by working closely with regional chip manufacturers to understand their specific requirements, encourage them to adopt our SAPS, TEBO, Tahoe, ECP, furnace and other
technologies in our current portfolio, and enable us to design innovative products and solutions to address their needs.
Currently substantially all of our staff are able to work at both of our Shanghai facilities, and to date we have not experienced absenteeism of management or other key
employees, other than certain of our executive officers being delayed in traveling between the PRC, our California office, and other global locations, and a significant number of
ACM Shanghai employees missing work in late 2022 and early 2023 for one or several weeks due to COVID-19 related illness following relaxation of the PRC’s zero-COVID
policies in December 2022. For additional information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19
Pandemic,” of Part II of this report.
We purchase some of the components and assemblies that we include in our products from single source suppliers. We believe that we could obtain and qualify alternative
sources to supply these components. Nevertheless, any prolonged inability to obtain these components could have an adverse effect on our operating results and could
unfavorably impact our customer relationships. Please see “Item 1A. Risk Factors—Risks Related to Our Business and Our Industry—We depend on a limited number of
suppliers, including single source suppliers, for critical components and assemblies, and our business could be disrupted if they are unable to meet our needs.”
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Research and Development
We believe that our success depends in part on our ability to develop and deliver breakthrough technologies and capabilities to meet our customers’ ever-more challenging
technical requirements. For this reason, we devote significant financial and personnel resources to research and development. Our research and development team is comprised
of highly skilled engineers and technologists with extensive experience in megasonic technology, cleaning processes and chemistry, mechanical design, and control system
design.
For the foreseeable future we are focusing on enhancing our Ultra C SAPS, TEBO, Tahoe, ECP, furnace and other tools and integrating additional capabilities to meet and
anticipate requirements from our existing and potential customers. Our particular areas of focus include development of the following:
new cleaning steps for Ultra C SAPS cleaners for application in logic chips and for DRAM, and 3D NAND technologies.
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new cleaning steps for Ultra C TEBO cleaners for FinFET in logic chips, gates in DRAM, and deep vias in 3D NAND technologies.
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new cleaning steps for Ultra Tahoe cleaners for application in logic chips and for DRAM and 3D NAND technologies.
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new dry technologies such as supercritical CO2 dry and advanced IPA dry for DRAM, and logic technologies.
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new hardware, including new system platforms, new and additional chamber structures and new chemical blending systems;
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new software to integrate new functionalities to improve tool performance; and
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support for the ongoing evaluations and commercialization efforts and product extensions for the newly introduced PECVD and Track product categories.
Longer term, we are working on new proprietary process capabilities based on our existing tool hardware platforms. We are also working to integrate our tools with third-party
tools in adjacent process areas in the chip manufacturing flow.
Our research and development expense totaled $62.2 million or 16.0% of revenue in 2022, $34.2 million or 13.2% of revenue in 2021 and $19.1 million or 12.2% of revenue in
2020. We intend to continue to invest in research and development to support and enhance our existing cleaning products and to develop future product offerings to build and
maintain our technology leadership position.
Intellectual Property
Our success and future revenue growth depend, in part, on our ability to protect our intellectual property. We control access to and use of our proprietary technologies, software
and other confidential information through the use of internal and external controls, including contractual protections with employees, consultants, advisors, customers, partners
and suppliers. We rely primarily on patent, copyright, trademark and trade secret laws, as well as confidentiality procedures, to protect our proprietary technologies and
processes. All employees and consultants are required to execute confidentiality agreements in connection with their employment and consulting relationships with us. We also
require them to agree to disclose and assign to us all inventions conceived or made in connection with the employment or consulting relationship.
We have aggressively pursued intellectual property since our founding in 1998. We focus our patent filing efforts in the United States, and, when justified by cost and strategic
importance, we file corresponding foreign patent applications in strategic jurisdictions such as the European Union, the PRC, Japan, Singapore, South Korea, and Taiwan. Our
patent strategy is designed to provide a balance between the need for coverage in our strategic markets and the need to maintain costs at a reasonable level.
As of December 31, 2022, we had 41 issued patents, and 29 patents pending, in the United States. These patents carry expiration dates from 2027 through 2037. Many of the US
patents and applications have also been filed internationally, in one or more of the European Union, Japan, PRC, Singapore, South Korea, and Taiwan. Specifically, we own
patents in wafer cleaning, electro-polishing and plating, wafer preparation, and other semiconductor processing technologies. We have been issued more than 448 patents in the
United States, the PRC, Japan, Korea, Singapore and Taiwan.
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We manufacture advanced single-wafer cleaning systems equipped with our SAPS, TEBO and Tahoe technologies. Our wafer cleaning technologies are protected by US Patent
Numbers 8580042, 8671961, 9070723, 9281177, 9492852, 9595457, 9633833, 10020208, 10910244, 11103898, 11037804, 11141762, 11462423, 11257667, and 11298727, as
well as their corresponding international patents. We have 48 patents granted internationally protecting our SAPS technologies. We also have filed 11 international patent
applications for key TEBO technologies, and 4 for Tahoe, in accordance with the Patent Cooperation Treaty, in anticipation of filing in the U.S. national phase.
In addition to the above core technologies, we have technologies for SFP and ECP that are used in certain of our tools. SFP is an integral part of the electro polishing process.
Our technology was a breakthrough in electro-chemical-copper-planarization technology when it was first introduced, because it can polish, stress-free, copper layers used in
copper low-K interconnects. Our innovations in SFP and ECP are reflected in US Patent Numbers 6638863, 8518224, 10227705, and 11008669, and their corresponding
international counterparts.
We also have technologies in other semiconductor processing areas, such as wafer preparation and some specific processing steps. The wafer preparation technology is covered
by US Patent Numbers 8383429 and 9295167. The specific processing steps include US Patent Number 8598039 titled “Barrier layer removal method and apparatus,” and US
Patent Number 10615073 titled “method for removing barrier layer for minimizing sidewall recess.”
To date we have not granted licenses to third parties under the patents described above. Not all of these patents have been implemented in products. We may enter into licensing
or cross-licensing arrangements with other companies in the future.
We cannot assure you that any patents will issue from any of our pending applications. Any rights granted under any of our existing or future patents may not provide meaningful
protection or any commercial advantage to us. With respect to our other proprietary rights, it may be possible for third parties to copy or otherwise obtain and use our proprietary
technology or marks without authorization or to develop similar technology independently.
The semiconductor equipment industry is characterized by vigorous protection and pursuit of intellectual property rights or positions, which have resulted in often protracted and
expensive litigation. We may in the future initiate claims or litigation against third parties to determine the validity and scope of proprietary rights of others. In addition, we may
in the future initiate litigation to enforce our intellectual property rights or the rights of our customers or to protect our trade secrets.
Our customers could become the target of litigation relating to the patent or other intellectual property rights of others. This could trigger technical support and indemnification
obligations in some of our customer agreements. These obligations could result in substantial expenses, including the payment by us of costs and damages related to claims of
patent infringement. In addition to the time and expense required for us to provide support or indemnification to our customers, any such litigation could disrupt the businesses of
our customers, which in turn could hurt our relations with our customers and cause the sale of our products to decrease. We do not have any insurance coverage for intellectual
property infringement claims for which we may be obligated to provide indemnification.
Additional information about the risks relating to our intellectual property is provided under “Item 1A. Risk Factors—Risks Related to Our Intellectual Property and Data
Security.”
Competition
The chip equipment industry is characterized by rapid change and is highly competitive throughout the world. We compete with semiconductor equipment companies located
around the world, and we may also face competition from new and emerging companies, including new competitors from the PRC. We consider our principal competitors to be
those companies that provide wafer cleaning and electrical plating products to the market, including Lam Research Corporation, NAURA Technology Group Co., Ltd., Mujin
Electronics Co., Ltd., SCREEN SPE USA, LLC (a subsidiary of SCREEN Holdings Co., Ltd.), SEMES Co. Ltd., Tokyo Electron Ltd. and Kokusai Semiconductor Equipment
Corporation. Key competitors for our newly-introduced PECVD and Track products include Lam Research Corporation, Applied Materials, Inc., KINGSEMI Co., Ltd. and
Suzho Jingtuo Semiconductor Technology Co., Ltd.
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Compared to our company, our current and potential competitors may have:
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better established credibility and market reputations, longer operating histories, and broader product offerings;
significantly greater financial, technical, marketing and other resources, which may allow them to pursue design, development, manufacturing, sales, marketing,
distribution and service support of their products;
more extensive customer and partner relationships, which may position them to identify and respond more successfully to market developments and changes in customer
demands; and
multiple product offerings, which may enable them to offer bundled discounts for customers purchasing multiple products or other incentives that we cannot match or
offer.
The principal competitive factors in our market include:
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performance of products, including particle removal efficiency, rate of damage to wafer structures, high temperature chemistry, throughput, tool uptime and reliability,
safety, chemical waste treatment, and environmental impact;
gap filling capability, the deposited film thickness uniformity within wafer and wafer to wafer, particle generated on the wafer during the processes;
service support capability and spare parts delivery time; innovation and development of functionality and features that are must-haves for advanced fabrication nodes;
ability to anticipate customer requirements, especially for advanced process nodes of less than 45nm; ability to identify new process applications;
brand recognition and reputation; and
skill and capability of personnel, including design engineers, manufacturing engineers and technicians, application engineers, and service engineers.
In addition, semiconductor manufacturers must make a substantial investment to qualify and integrate new equipment into semiconductor production lines. Some manufacturers
began fabricating chips for the 5nm node in 2020 and the 3nm node in 2022. Once a semiconductor manufacturer has selected a particular supplier’s equipment and qualified it
for production, the manufacturer generally maintains that selection for that specific production application and technology node as long as the supplier’s products demonstrate
performance to specification in the installed base. Accordingly, we may experience difficulty in selling to a given manufacturer if that manufacturer has qualified a competitor’s
equipment. If, however, that cleaning equipment constrains chip yield, we expect, based on our experience to date, that the manufacturer will evaluate implementing new
equipment that cleans more effectively.
We intend to address the high-end fabrication market with advanced nodes, and we believe we compete favorably with respect to the factors described above. Most of our
competitors offer single-wafer cleaning products using jet spray technology, which has relatively poor particle removal efficiency for random defects less than 30nm in size and
presents increased risk of damage to the fragile patterned architectures of wafers at advanced process nodes. Certain of our competitors offer single-wafer cleaning products with
megasonic cleaning capability, but we believe these products, which use conventional megasonic technology, are unable to maintain energy dose uniformity on the entire wafer
and often lack the ability to repeat the requisite uniform energy dose wafer to wafer in production, resulting in poor efficiency in removing random defects, longer processing
time and greater loss of material. In addition, these conventional megasonic products generate transient cavitation, which results in more incidents of damage to wafer structures
with feature sizes of 70nm or less. We design our cleaning tools equipped with our proprietary SAPS, TEBO and Tahoe technologies, which we believe offer better performance,
much less chemical consumption, and lower cost of consumables, including at advanced process nodes of 22nm or less.
Human Capital
As of December 31, 2022, we had 1,209 full-time equivalent employees, of whom 110 were in administration, 253 were in manufacturing, 519 were in research and
development, and 327 were in sales and marketing and customer services. Of these employees, 1,077 were located in mainland China and the Taiwan region, 119 were located in
Korea and 13 were based in the United States. We have never had a work stoppage, and none of our employees are represented by a labor organization or subject to any
collective bargaining arrangements. We consider our employee relations to be good.
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We compete in the highly competitive semiconductor equipment industry, with operations principally in the PRC. Attracting, developing, and retaining skilled and experienced
employees in research and development, manufacturing, sales and marketing, and other positions is crucial to our ability to compete effectively. Our ability to recruit and retain
such employees depends on a number of factors, including our corporate culture and work environment, informed by our values and behaviors, our corporate philosophy of
talent development and career opportunities, and compensation and benefits.
Recruitment, Retention and Benefits
To attract and retain qualified employees and key talent, we offer total compensation packages that are competitive with comparable companies, particularly in the PRC and,
specifically, Shanghai.
We provide training and development programs to our employees, and we have trained many of our key engineers and managers for more than a decade. Retention of these key
employees is critical to secure our future growth and technology development. To assist in employee retention and recruitment, we offer employee housing in the Lingang region
of Shanghai in connection with the completion of ACM Shanghai’s housing facility in Lingang, where we are in the process of building a new research and development and
production center.
Health and Safety, Pandemic Response
When it comes to employee safety, we are committed to providing a safe work environment for our employees that meets or exceeds local environmental, health, and safety laws
and regulations. As a result of the COVID-19 pandemic, we have augmented certain of our normal business practices to ensure that we promote health and safety for our
employees. We have established safety policies and protocols, and we regularly update our employees with respect to any changes. A majority of our workforce provide services
that cannot be performed remotely, and we have prioritized the health of those individuals that continue to work at our facilities. We have provided personal protective equipment
and cleaning supplies. We require masks to be worn in our facilities and have prohibited all non-essential domestic and international travel for all employees. We have also
provided general information updates and support for our employees to ensure that they have resources and information to protect their health and that of those around them,
including their families and co-workers.
COVID-19 Pandemic
Following its initial outbreak in December 2019, COVID–19, or the coronavirus, spread across the PRC, the United States and globally. The COVID–19 outbreak has affected
our business and operating results since the first quarter of 2020. Since that time, travel between our offices in the United States and our facilities in the PRC has been and will
likely continue to be restricted, which has and may continue to impact our ability to effectively operate our company and to oversee our operations. The COVID–19 situation
continues to evolve, and it is impossible for us to predict the effect and ultimate impact of the COVID–19 outbreak on our business operations and results. In December 2022,
the PRC government relaxed its zero-COVID policies, which resulted in large scale COVID-19 infections throughout China, including Shanghai. A significant number of ACM
Shanghai employees were also infected, and in many cases missed work for one or several weeks, which caused administrative and operational challenges in late 2022 and early
2023. We continue to monitor the impact of the COVID-19 pandemic on all aspects of our business, including our operations, customers, suppliers and projects. While the
ongoing regulatory measures instituted or recommended in response to COVID–19 are expected to be temporary, the duration of the business disruptions, and related financial
impact, of the outbreak cannot be estimated at this time.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID‑19 Pandemic” of Part II of this report for additional discussion
of our expectations and estimates related to the COVID-19 Pandemic.
Environmental
Severe weather events, including earthquakes, fires, floods, heat waves, hurricanes and other environmental disasters, could pose a threat to our manufacturing and research and
development activities through physical damage to our operating facilities or equipment or disruption of power supply or telecommunications infrastructure. The frequency and
intensity of severe weather events are reportedly increasing throughout the world as part of broader climate changes. Global weather pattern changes may also pose long-term
risks of physical impacts to our business. We maintain disaster recovery and business continuity plans that would be implemented to help us recover in the event of severe
weather events that interrupt our business. See “Item 1A. Risk Factors—General—Our production facilities could be damaged or disrupted by a natural disaster, war, terrorist
attacks or other catastrophic events.”
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Concerns about climate change have resulted in various laws and regulations that are intended to limit carbon emissions and address other environmental concerns. In recent
years, the PRC, where our production facilities are located, has undertaken comprehensive sustainability initiatives that are requiring companies to meet new environmental
standards and deal with higher energy and other production costs. Environmental laws and regulations may impose new or unexpected cost either directly through, for example,
higher energy costs or indirectly through increased costs of compliance or of failing to comply with these laws and regulations. These laws and regulations might increase the
cost of construction, maintenance and operation of our new research and development center and factory in the Lingang region of Shanghai.
We do not currently expect that existing or pending climate change laws and regulations will be material to our results of operations in the foreseeable future. Climate change
could, however, have a direct effect on our customer base of semiconductor fabricators, whose operations typically require copious quantities of power and water and a number
of chemicals. Chip fabrication operations often result in significant amounts of wastewater, which can contain a number of harmful contaminants, including antimony, arsenic,
hydrofluoric acid and hydrogen peroxide, that historically have resulted in groundwater pollution and related violations of environmental laws. Moreover, water and chemical
demands for semiconductor fabrication are expected to increase with the production of more advanced chips at smaller process nodes. As a result, some leading chip fabricators
have begun to invest in conservation and treatment technologies for water and chemicals.
We have designed some of our tools to require significantly reduced levels of environmentally harmful chemicals, which helps customers face increased environmental laws and
regulations. SAPS and TEBO technologies use environmentally friendly dilute chemicals, such as dilute hydrofluoric acid, RCA SC-1 solution, ozonated de-ionized water and
functional de-ionized water with dissolved hydrogen. In interconnect and barrier metals applications based on SAPS technology, for example, these chemical solutions take the
place of chemicals such as piranha solution, a high-temperature mixture of sulfuric acid and hydrogen peroxide used by conventional wet wafer cleaning processes. Similarly,
Tahoe technology delivers high cleaning performance using significantly less sulfuric acid and hydrogen peroxide than is typically consumed by conventional high-temperature
single-wafer cleaning tools. For additional information, see “—Our Technology and Product Offerings—Wet Cleaning Equipment for Front End Production Processes.”
Available Information
We are required to file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission, or the SEC. The SEC
maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those documents filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, are also available free of charge on our website at www.acmrcsh.com as soon as
reasonably practicable after such reports are electronically filed with or furnished to the SEC.
Investors should note that we announce material information to our investors and others using filings with the SEC, press releases, public conference calls, webcasts or our
website (www.acmrcsh.com), including news and announcements regarding our financial performance, key personnel, our brands and our business strategy. Information that we
post on our corporate website could be deemed material to investors. We encourage investors to review the information we post on these channels. We may from time to time
update the list of channels we will use to communicate information that could be deemed material and will post information about any such change on www.acmrcsh.com. The
information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.
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Item 1A.
Risk Factors
Investing in Class A common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other
information contained in this report, including the consolidated financial statements and related notes set forth in “Item 8. Financial Statements and Supplementary Data”,
before making an investment decision. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to
be immaterial could materially and adversely affect our business, financial condition, results of operations or cash flows. In any such case, the trading price of Class A common
stock could decline, and you may lose all or part of your investment. This report also contains forward-looking statements and estimates that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described
below.
RISK FACTOR SUMMARY
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition,
results of operations, cash flows and prospects. The risks are discussed more fully below and include, but are not limited to, the risks summarized below.
Risks Related to International Aspects of Our Business
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if any PRC central government authority were to determine that existing PRC laws or regulations require that ACM Shanghai obtain the authority’s permission or
approval to continue the listing of ACM Research’s Class A common stock in the United States or if those existing PRC laws and regulations, or interpretations thereof,
were to change to require such permission or approval, or if we inadvertently conclude that permissions or approvals are not required, ACM Shanghai may be unable to
obtain the required permission or approval or may only be able to obtain such permission or approval on terms and conditions that impose material new restrictions and
limitations on operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial condition, results of operations, reputation
and prospects and on the trading price of ACM Research Class A common stock, which could decline in value or become worthless;
PRC central government authorities may intervene in, or influence, ACM Shanghai’s PRC-based operations at any time, and those authorities’ rules and regulations in
the PRC can change quickly with little or no advance notice;
the PRC central government may determine to exert additional control over offerings conducted overseas or foreign investment in PRC-based issuers, which could
result in a material change in operations of ACM Shanghai and cause significant declines in the value of ACM Research Class A common stock, or make them
worthless;
if we are unable to comply with recent and proposed legislation and regulations regarding improved access to audit and other information and audit inspections of
accounting firms, including registered public accounting firms, such as our prior audit firm, operating in the PRC, we could be adversely affected;
it may be difficult for overseas regulators to conduct investigations or collect evidence within the PRC;
certain of our assets are located outside of the United States and certain of our directors and officers reside outside of the United States, which may make it difficult for
you to enforce your rights based on the U.S. federal securities laws;
Risks Related to Our Business and Our Industry
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our potential future needs for additional capital that may not be available at all or on terms acceptable to us;
the cyclicality in the semiconductor industry that may lead to substantial variations in demand for our products;
our dependence on a small number of customers for a substantial portion of our revenue;
industry manufacturers of chips adopting our SAPS, TEBO, Tahoe, ECP, furnace and other technologies;
our SAPS, TEBO, Tahoe, ECP, furnace and other technologies not achieving widespread market acceptance;
our ability to continue to enhance our existing single-wafer wet cleaning tools and identifying and entering new product markets;
our ability to establish and maintain a reputation for credibility and product quality;
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our ability to expand our customer base;
our long and unpredictable sales cycle, including our incurrence of significant expenses long before we can recognize revenue from new products, if at all;
difficulties in forecasting demand for our tools;
our reliance on third parties to manufacture significant portions of our tools and our ability to manage our relationships with these parties;
any shortage of components or subassemblies, which could result in delayed delivery of products to us or in increased costs to us;
our dependence on a limited number of suppliers, including single source suppliers, for critical components and subassemblies;
our dependence on our Chief Executive Officer and President and other senior management and key employees;
Regulatory Risks
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regulatory actions limiting our ability and the broader industry to import into the PRC items sourced from the U.S. or otherwise subject to control under the U.S. Export
Administration Regulations (EAR), thereby impacting our ability to sell our tools to customers in the PRC;
changes in government trade policies that could limit the demand for our tools and increase the cost of our tools;
changes in political and economic policies with respect to the PRC;
the PRC’s currency exchange control and government restrictions on investment repatriation may impact our ability to transfer funds outside of the PRC;
Risks Related to Our STAR Listing
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our ability to implement our strategy to expand our PRC operations;
our ability to achieve the results contemplated by our business strategy and our strategy for growth in the PRC and expectations related to the STAR Listing;
the effect of ACM Shanghai’s status as a publicly traded company that is controlled, but less than wholly owned, by ACM Research;
our ability to manage potentially inconsistent accounting and disclosure requirements of ACM Research and ACM Shanghai as a result of the STAR Listing;
Risks Related to Our Intellectual Property and Data Security
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our ability to protect our intellectual property, including in the PRC;
breaches of our cybersecurity systems;
Risks Related to the COVID‑19 Pandemic
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impacts on our global supply chain due to the COVID-19 pandemic, and our ability to successfully manage the demand, supply, and operational challenges associated
with the global semiconductor shortage;
the impact of the COVID-19 pandemic on our currently planned projects and investments in the PRC;
Risks Related to Ownership of Class A Common Stock
the volatility in the market price of Class A common stock;
• material weaknesses identified with respect to our internal controls over financial reporting;
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• manipulative short sellers of our stock, which may drive down the market price of our Class A common stock and could result in litigation;
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the difficulty to predict the effect of the STAR Listing and STAR IPO on the Class A common stock;
the dual class structure of Class A common stock, which has the effect of concentrating voting control with our executive officers and directors; and
the limited experience of our management team managing a public company.
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Risks Related to International Aspects of Our Business
If any PRC central government authority were to determine that existing PRC laws or regulations require that ACM Shanghai obtain the authority’s permission or approval
to continue the listing of ACM Research’s Class A common stock in the United States or if those existing PRC laws and regulations, or interpretations thereof, were to
change to require such permission or approval, or if we inadvertently conclude that permissions or approvals are not required, ACM Shanghai may be unable to obtain the
required permission or approval or may only be able to obtain such permission or approval on terms and conditions that impose material new restrictions and limitations on
operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects and
on the trading price of ACM Research Class A common stock, which could decline in value or become worthless.
PRC central government authorities have taken steps to preclude, or significantly discourage, certain PRC companies from listing on U.S. and other exchanges outside the PRC.
Investments activities in the PRC by non-PRC investors are principally governed by the Encouraged Industries Catalog for Foreign Investment (2020 version) and the Special
Administrative Measures for Foreign Investment Access (Negative List 2021), both of which were promulgated by the PRC’s Ministry of Commerce, or MOFCOM, and
National Development and Reform Commission. These regulations set forth the industries in which foreign investments are encouraged, restricted and prohibited.
Industries that are not listed in any of these three categories are generally open to foreign investment unless otherwise specifically restricted by other PRC rules and regulations.
We believe that our operations do not fall within any industry that is restricted or prohibited under these regulations and that the regulations therefore do not apply to us.
PRC-based companies that seek to list their shares in the United States but are subject to PRC restrictions on investments by non-PRC investors sometimes use a special purpose
vehicle known as a VIE created in an off-shore jurisdiction such as the Cayman Islands. In these structures, a VIE enters into a series of contractual arrangements with the PRC-
based operating company and its PRC-based shareholders that afford those shareholders, rather than the shareholders of the VIE, effective control over the finances and
operations of the operating company. The VIE, effectively a shell company, issues share that are listed for trading on a U.S. exchange, but the enterprise is controlled by the
legacy PRC-based shareholders and is subject to PRC laws and regulations. ACM Research is not a VIE or other special purpose, or shell, company, and its relationship with
ACM Shanghai does not involve the types of contractual arrangements existing between a VIE and a PRC-based operating company. ACM Research is a Delaware corporation
founded in California in 1998 that formed ACM Shanghai to conduct business operations in the PRC. ACM Research controls the operations of ACM Shanghai through its direct
ownership of ACM Shanghai shares, and it also conducts sales and marketing activities focused on sales of ACM Shanghai products in North America, Europe and certain
regions in Asia outside mainland China.
We do not believe that our corporate structure or any other matters relating to our business operations currently require that ACM Shanghai obtain any permissions or approvals
from the China Securities Regulatory Commission, or CSRC, or any other PRC central government authority in connection with ACM’s listing, or offering for sale in the future,
shares of our Class A common stock in the United States. We, including ACM Shanghai, therefore have never solicited any permission or approval from any PRC central
government authority, and thus no such permissions or approvals have been received or denied, in connection with ACM Research’s seeking and maintaining the listing of our
Class A common stock in the United States. In the event that we inadvertently conclude that permissions or approvals are not required, or either the CSRC or another PRC
central government authority were to determine that existing PRC laws or regulations require that ACM Shanghai obtain the authority’s permission or approval to continue ACM
Research’s listing of Class A common stock in the United States or if those existing PRC laws and regulations, or interpretations thereof, were to change to require such
permission or approval, ACM Shanghai could be unable to obtain any such permission or approval or could be able to obtain such permission or approval only on terms and
conditions that impose material new operating or other restrictions and limitations on ACM Shanghai. In such circumstances, it would materially and adversely affect the value
of our Class A common stock, which may decline in value or become worthless. In addition, ACM Shanghai could face sanctions by the CSRC or other PRC central government
authorities or pressure from the PRC government in various business matters for failure to obtain such permission or approval. Such potential sanctions or pressure may include
fines and penalties on ACM Shanghai’s operations in the PRC, limitations on its operating privileges in the PRC, delays in or restrictions on the transfer of proceeds from a
public offering of ACM Research securities in the United States to ACM Shanghai, restrictions on or prohibition of the payments or remittance of dividends by ACM Shanghai
to ACM Research, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as
the trading price of ACM Research Class A common stock, which could decline in value or become worthless.
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PRC central government authorities may intervene in, or influence, ACM Shanghai’s PRC-based operations at any time, and those authorities’ rules and regulations in the
PRC can change quickly with little or no advance notice.
The business of ACM Shanghai is subject to complex laws and regulations in the PRC that can change quickly with little or no advance notice. To date, beyond the COVID-19-
related restrictions in 2022, we have not experienced such intervention or influence by PRC central government authorities or a change in those authorities’ rules and regulations
that have had a material impact of ACM Shanghai or ACM Research. We cannot assure you, however, that future changes in PRC laws and regulations will not materially and
adversely affect our PRC-based operations. For example:
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Intellectual Property. Our commercial success depends in part on our ability to obtain and maintain patent and trade secret protection for our intellectual property,
including our SAPS, TEBO, Tahoe, ECP, furnace and other technologies and the design of our Ultra C equipment. See “—Risks Related to Our Intellectual
Property and Data Security—Our success depends on our ability to protect our intellectual property, including our SAPS, TEBO, Tahoe, ECP, furnace and other
technologies.” in Item 1A, “Risk Factors” of Part I of this report. The significant majority of our intellectual property has been developed in the PRC and is owned
by ACM Shanghai. Implementation and enforcement of intellectual property-related laws in the PRC has historically been lacking due primarily to ambiguities in
PRC intellectual property law. See “—Risks Related to Our Intellectual Property and Data Security—We may not be able to protect our intellectual property rights
throughout the world, including the PRC, which could materially, negatively affect our business” in Item 1A, “Risk Factors” of Part I of this report. In the event
PRC central government authorities were to significantly revise or revamp the current scope and structure of intellectual property protection in the PRC, our ability
to protect and enforce our intellectual property rights for our key proprietary technologies may be adversely impacted and competitors may be able to match our
technologies and tools in order to compete with us.
Title Defect in Leased Premises. We conduct research and development, and service support operations at ACM Shanghai’s headquarters located in the Zhangjiang
Hi Tech Park in Shanghai, which ACM Shanghai leases from Zhangjiang Group. Zhangjiang Group has not obtained a certificate of property title for the premises,
although it has represented to ACM Shanghai that it has the right to rent the premises to ACM Shanghai. If any adjustment in local regional overall planning of
Shanghai, or any other reason, results in the demolition of such premises, the premises could not continue to be leased to ACM Shanghai and the day-to-day
production and operation of ACM Shanghai would be materially and adversely affected. See Item 2, “Properties” of Part I of this report.
COVID-19 Pandemic. We conduct substantially all of our product development, manufacturing, support and services in the PRC, and those activities have been
directly impacted by COVID-19 and related restrictions on transportation and public appearances, including implementation by PRC government authorities of
“spot” and full-city quarantines in the city of Shanghai, where substantially all of our operations are located. Furthermore, a number of our key customers have
substantial operations based in operations areas of the PRC, including in the City of Shanghai, which required us to defer, in the first quarter of 2022, shipments of
finished products to those customers. A significant number of ACM Shanghai employees missed work in late 2022 and early 2023 for one or several weeks due to
COVID-19 related illness following the relaxation of the PRC’s zero-COVID policies in December 2022. For additional information see “—Risks Related to the
COVID-19 Pandemic—Substantially all of our operations, as well as significant operations of a number of our key customers, are located in areas of the PRC
impacted by the COVID‑19 pandemic, and our operations have been, and may continue to be, adversely affected by the effects of PRC restrictions imposed as the
result of COVID‑19” in Item 1A, “Risk Factors” of Part I of this report.
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Data Security. The Standing Committee of the National People’s Congress, or the Standing Committee, has promulgated the Cyber Security Law, which imposes
requirements on entities who build and operate the PRC’s internet architecture or provide services in the PRC over the internet, and the Data Security Law, which
imposes data security and privacy obligations on entities and individuals carrying out data activities. The Data Security Law also provides for a national security
review procedure for data activities that may affect national security and imposes export restrictions on certain data an information. ACM Shanghai is not subject to
the existing restrictions imposed by the Cyber Security Law or the Data Security Law, in part because its business operations do not involve the collection,
processing or use of data or information involving personal privacy or private information of customers. In addition, ACM Shanghai is subject to oversight by the
Cyberspace Administration of China, or the CAC, regarding data security. ACM Shanghai does not collect or maintain personal information except for routine
personal information necessary to process payroll payments and other benefits and emergency contact information, and as a result, ACM Shanghai is not currently
subject to significant restrictions or limitations in addressing and managing data security issues and complying with CAC regulations. To date, ACM Shanghai has
not been involved in any investigations on cybersecurity review initiated by the CAC or any related PRC central government authority and has not received any
inquiry, notice, warning, or sanction in such respect. However, cybersecurity is increasingly a focus of the PRC central government. If the CAC or other PRC
central government authorities should in the future require ACM Shanghai to comply with these or additional, or more restrictive, PRC cybersecurity regulations, it
could require ACM Shanghai to make changes to its operations, and any failure to satisfy or delay in meeting such requirements may subject ACM Shanghai to
restrictions and penalties imposed by the CAC or other PRC regulatory authorities, which may include regulatory actions, fines and penalties on our operations in
the PRC, which could materially harm our business, financial condition, results of operations, reputation and prospects.
Anti-Monopoly. A number of PRC laws and regulations have established procedures and requirements that could make merger and acquisition activities in China
by foreign investors more time consuming and complex. These laws and regulations, which include the Anti-Monopoly Law and the Rules of the Ministry of
Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, impose requirements that in
some instances that MOFCOM be notified in advance of, for example, any change-of-control transaction in which a foreign investor takes control of a PRC
domestic enterprise. In addition, such Rules specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and
mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject
to strict review by MOFCOM. In February 2021, the Anti-Monopoly Committee of the State Council published the Anti-Monopoly Guidelines for the Internet
Platform Economy Sector, which stipulate that any concentration of undertakings involving VIEs is subject to anti-monopoly review. Those Guidelines provide
more stringent rules for Internet platform operators, including regulations on the use of data and algorithms, technology and platform to commit abusive acts. The
Measures for the Security Review for Foreign Investment, which was promulgated jointly by National Development and Reform Commission and MOFCOM
effective January 18, 2021, and the Standing Committee on Amending the Anti-Monopoly Law of the People’s Republic of China, which was promulgated by the
Standing Committee effective August 1, 2022, delineated provisions concerning the security review procedures on foreign investment, including the types of
investments subject to review and the scopes and procedures of the review. ACM Shanghai does not have the concentration of business operators stipulated in the
Anti-Monopoly Law, and our operations and activities to date have not otherwise subjected us to restrictive provisions or limitations set forth in applicable PRC
laws and regulations govern merger and acquisition activities. Among other things, ACM Shanghai’s business operations do not constitute identified “national
defense and security” concerns associated with the arms industry, any industry ancillary to the arms industry, or any other field related to national defense security.
We cannot assure you, however, that future changes in PRC laws and regulations governing mergers and acquisitions, including activities in the PRC by foreign
investors, will not extend or otherwise modify existing requirements, which could materially and adversely affect our PRC-based operations or our ability to
expand by investments or acquisitions.
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Permits. In the ordinary course of business, ACM Shanghai has obtained all of the permits and licenses it believes are necessary for it to operate in the PRC. ACM
Shanghai may be adversely affected, however, by the complexity, uncertainties and changes in PRC laws and regulations applicable to, or otherwise affecting, the
semiconductor equipment industry and related businesses, and any lack of requisite approvals, licenses or permits applicable to ACM Shanghai’s business may
have a material adverse effect on its business and results of operations.
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Trade Policies. Since 2018, general trade tensions between the United States and the PRC have escalated. See “—Regulatory Risks—Changes in government trade
policies could limit the demand for our tools and increase the cost of our tools” in Item 1A, “Risk Factors” of Part I of this report. The imposition of tariffs by the
U.S. and PRC governments and the surrounding economic uncertainty may negatively impact the semiconductor industry, including by reducing the demand of
fabricators for capital equipment such as our tools. Further changes in trade policy, tariffs, additional taxes, restrictions on exports or other trade barriers, or
restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit the ability of our customers to manufacture or sell semiconductors or
to make the manufacture or sale of semiconductors more expensive and less profitable, which could lead those customers to fabricate fewer semiconductors and to
invest less in capital equipment such as our tools. In addition, if the PRC were to impose additional tariffs on raw materials, subsystems or other supplies that we
source from the United States, our cost for those supplies would increase. As a result of any of the foregoing events, the imposition of new or additional tariffs may
limit our ability to manufacture tools, increase our selling and/or manufacturing costs, decrease margins, or inhibit our ability to sell tools or to purchase necessary
equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial condition.
Moreover, by imposing industrial policies and other economic measures, such as control of foreign exchange, taxation and foreign investment, the PRC central government
exerts considerable direct and indirect influence on the development of the PRC economy. Other political, economic and social factors may also lead to further legal and
regulatory changes and reforms, which may adversely affect our operations and business development.
The PRC central government may determine to exert additional control over offerings conducted overseas or foreign investment in PRC-based issuers, which could result in
a material change in operations of ACM Shanghai and cause significant declines in the value of ACM Research Class A common stock, or make them worthless.
The PRC central government may determine to exert additional control over securities offerings conducted overseas and/or foreign investment in PRC-based issuers, which
could result in a material adverse change in operations of ACM Shanghai and cause the value of ACM Research Class A common stock to significantly decline or become
worthless. See also “—If any PRC central government authority were to determine that existing PRC laws or regulations require that ACM Shanghai obtain the authority’s
permission or approval to continue the listing of ACM Research’s Class A common stock in the United States or if those existing PRC laws and regulations, or interpretations
thereof, were to change to require such permission or approval, ACM Shanghai may be unable to obtain the required permission or approval or may only be able to obtain such
permission or approval on terms and conditions that impose material new restrictions and limitations on operation of ACM Shanghai, either of which could have a material
adverse effect on our business, financial condition, results of operations, reputation and prospects and on the trading price of ACM Research Class A common stock, which
could decline in value or become worthless” above.
We could be adversely affected if we are unable to comply with recent and proposed legislation and regulations regarding improved access to audit and other information
and audit inspections of accounting firms, including registered public accounting firms, such as our prior audit firm, operating in the PRC.
We are one of the companies named in the SEC’s “Conclusive list of issuers identified under the HFCAA.” BDO China had been our independent registered public accounting
firm in recent years, including for the year ended December 31, 2021, and is not inspected by the PCAOB.
The HFCA Act, which became law in December 2020, includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is
unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in any non-U.S. jurisdiction. The HFCA Act also requires that, to the extent
that the PCAOB has been unable to inspect an issuer’s auditor for two consecutive years, the SEC shall prohibit the issuer’s securities registered in the United States from being
traded on any national securities exchange or over-the-counter market in the United States.
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On March 24, 2021, the SEC adopted interim final amendments to implement congressionally mandated submission and disclosure required of the HFCA Act, and
on December 2, 2021, the SEC adopted final amendments to finalize rules implementing the submission and disclosures in the HFCA Act. These final amendments
apply to registrants that the SEC identifies as having filed an Annual Report on Form 10-K (or certain other forms) with an audit report issued by a registered
public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a
position taken by any non-U.S. authority. Any such identified registrant will be required to submit documentation to the SEC establishing that it is not owned or
controlled by a governmental entity in that foreign jurisdiction and will also require disclosure in the registrant’s annual report regarding the audit arrangements of,
and governmental influence on, such a registrant.
Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was enacted under the Consolidated
Appropriations Act, 2023, on December 29, 2022, as further described below, and which amended the HFCA Act to require the SEC to prohibit an issuer’s
securities from trading on any national securities exchange or over-the-counter market in the United States if the PCAOB has been unable to inspect an issuer’s
auditor for two, rather than three, consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a
framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely
registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in any non-U.S. jurisdiction.
On December 16, 2021, the PCAOB designated China and Hong Kong as jurisdictions where the PCAOB was not allowed to conduct full and complete audit
inspections and identified firms registered in such jurisdictions, including BDO China. Pursuant to each annual determination by the PCAOB, the SEC will, on an
annual basis, identify issuers that have used non-inspected audit firms.
On March 8, 2022, the SEC published its first “Provisional list of issuers identified under the HFCAA.” Our company was identified on the SEC’s provisional list
after we filed our Annual Report on Form 10-K for the year ended December 31, 2021, which included an audit report issued by BDO China.
On March 30, 2022, our company was transferred to the SEC’s “Conclusive list of issuers identified under the HFCAA.”
On August 26, 2022, the PCAOB signed a Statement of Protocol, or SOP, Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two
protocol agreements governing inspections and investigation, establishes a specific, accountable framework to make possible complete inspections and
investigations by the PCAOB of audit firms based in China and Hong Kong, as required under U.S. law. Pursuant to the fact sheet with respect to the SOP disclosed
by the SEC, the PCAOB has sole discretion to select the audit firms, engagements and potential violations that it inspects or investigates and has the ability to
transfer information to the SEC in the normal course. PCAOB inspectors and investigators can view all audit documentation without redaction, and the PCAOB can
retain any audit information it reviews as needed to support the findings of its inspections and investigations. In addition, the SOP allows the PCAOB to interview
and take testimony of personnel associated with the audits that the PCAOB inspects or investigates.
On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms
headquartered in the PRC and Hong Kong in 2022 and vacated its previous December 16, 2021 determination to the contrary. However, whether the PCAOB will
continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in the PRC and Hong Kong is subject to
uncertainty and depends on a number of factors out of our, and our auditor’s, control. PRC authorities will need to ensure that the PCAOB continues to have full
access for inspections and investigations in 2023 and beyond. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms
in the PRC and Hong Kong, among other jurisdictions. If the PRC authorities do not allow the PCAOB complete access for inspections and investigations for two
consecutive years, the SEC would prohibit trading in the securities of issuers engaging those audit firms, as required under the HFCA Act.
On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law by U.S. President Biden, which, among other things, amended the HFCA
Act to reduce the number of consecutive non-inspection years that would trigger the trading prohibition under the HFCA Act from three years to two years
(originally such threshold under the HFCA Act was three consecutive years), and so that any foreign jurisdiction could be the reason why the PCAOB does not
have complete access to inspect or investigate a company’s public accounting firm (originally the HFCA Act only applied if the PCAOB’s ability to inspect or
investigate was due to a position taken by an authority in the jurisdiction where the relevant public accounting firm was located).
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Per current regulations, if ACM Research were to appear for two consecutive years on the “Conclusive list of issuers identified under the HFCAA”, the value of our securities
may significantly decline or become worthless, and our securities would be prohibited from trading and may eventually be delisted. It also remains unclear what further actions
the SEC, the PCAOB or Nasdaq may take to address these issues and what impact those actions will have on U.S. companies, such as ours, that have significant operations in the
PRC and have securities listed on a U.S. stock exchange. Any such actions could materially affect our operations and stock price, including by resulting in our being de-listed
from Nasdaq or being required to engage a new audit firm, which would require significant expense and management time.
Notwithstanding the foregoing, on June 30, 2022, stockholders of ACM Research ratified the appointment of Armanino LLP as our independent auditor for the fiscal year ended
December 31, 2022. Armanino LLP is neither headquartered in the PRC or Hong Kong nor was it subject to the determinations announced by the PCAOB on December 16,
2021, which determinations were vacated by the PCAOB on December 15, 2022, and subsequent to the filing of this report, we do not believe ACM Research will appear on the
“Conclusive list of issuers identified under the HFCAA” for a second time.
It may be difficult for overseas regulators to conduct investigations or collect evidence within the PRC.
Stockholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in the PRC. For example,
in the PRC, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside of the PRC. Although the
authorities in the PRC may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border
supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical
cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities
regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementing rules
under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within the PRC
may further increase difficulties faced by you in protecting your interests.
Because certain of our assets are located outside of the United States and certain of our directors and officers reside outside of the United States, it may be difficult for you
to enforce your rights based on the U.S. federal securities laws against such assets or officers and directors or to enforce a judgment of a United States court against assets
or officers and directors in the PRC.
While ACM Research is a Delaware corporation, certain of our officers and directors are nonresidents of the United States, and certain of our assets are located in the PRC, and
the operations of ACM Shanghai are conducted in the PRC. It may, therefore, not be possible to effect service of process on such persons in the United States, and it may be
difficult to enforce any judgments rendered against them or any of our assets that are located overseas. Moreover, there is doubt whether courts in the PRC would enforce (a)
judgments of United States courts against ACM Shanghai, our directors or officers based on the civil liability provisions of the securities laws of the United States or any state,
or (b) in original actions brought in the PRC, liabilities against us or any nonresidents based upon the securities laws of the United States or any state.
We conduct substantially all of our operations outside the United States and face risks associated with conducting business in foreign markets.
Substantially all of our sales in 2022, 2021 and 2020 were made to customers outside the United States. Our manufacturing center has been located in Shanghai since 2006 and
substantially all of our operations are located in the PRC. We expect that all of our significant activities will remain outside the United States in the future. We are subject to a
number of risks associated with our international business activities, including:
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imposition of, or adverse changes in, foreign laws or regulatory requirements, such as work stoppages and travel restrictions imposed in connection with the COVID-19
pandemic;
the need to comply with the import laws and regulations of various foreign jurisdictions, including a range of U.S. import laws;
potentially adverse tax consequences, including withholding tax rules that may limit the repatriation of our earnings, and higher effective income tax rates in foreign
countries where we conduct business;
competition from local suppliers with which potential customers may prefer to do business;
seasonal reduction in business activity, such as during the Lunar New Year in parts of Asia and in other periods in various individual countries;
increased exposure to foreign currency exchange rates;
reduced protection for intellectual property;
longer sales cycles and reliance on indirect sales in certain regions;
increased length of time for shipping and acceptance of our products;
greater difficulty in responding to customer requests for maintenance and spare parts on a timely basis;
greater difficulty in enforcing contracts and accounts receivable collection and longer collection periods;
difficulties in staffing and managing foreign operations and the increased travel, infrastructure and legal and compliance costs associated with multiple international
locations;
heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and
result in restatements of, or irregularities in, our consolidated financial statements; and
general economic conditions, geopolitical events or natural disasters in countries where we conduct our operations or where our customers are located, including
political unrest, war, acts of terrorism or responses to such events.
In particular, the Asian market is extremely competitive, and chip manufacturers may be aggressive in seeking price concessions from suppliers, including chip equipment
manufacturers.
We may not be successful in developing and implementing policies and strategies that will be effective in managing these risks in each country in which we do business. Our
failure to manage these risks successfully could adversely affect our business, operating results and financial condition.
Fluctuation in foreign currency exchange rates may adversely affect our results of operations and financial position.
Our results of operations and financial position could be adversely affected as a result of fluctuations in foreign currency exchange rates. Although our financial statements are
denominated in U.S. dollars, a sizable portion of our costs are denominated in other currencies, principally the Chinese Renminbi and, to a lesser extent, the South Korean Won.
Because many of our raw material purchases are denominated in Renminbi while the majority of the purchase orders we receive are denominated in U.S. dollars, exchange rates
have a significant effect on our gross margin. We have not engaged in any foreign currency exchange hedging transactions to date, and any strategies that we may use in the
future to reduce the adverse impact of fluctuations in foreign currency exchange rates may not be successful. Our foreign currency exposure with respect to assets and liabilities
for which we do not have hedging arrangements could have a material impact on our results of operations in periods when the U.S. dollar significantly fluctuates in relation to
unhedged non-U.S. currencies in which we transact business.
The exacerbation or further continuation of currently challenging global systemic economic and financial conditions could adversely affect our business, results of
operations and financial condition.
Any prolonged slowdown in the PRC, United States or global economy may have a negative impact on our business, results of operations and financial condition. Market
reactions to the global outbreak of COVID-19 have negatively affected the world’s financial markets since March 2020, and a continuation of those reactions may cause a
potential slowdown of the local, regional and global economy. Financial and other markets in the United States and worldwide have experienced significant volatility reflecting
uncertainty over, among other things, (a) the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of
the world’s leading economies, including the United States and the PRC, (b) unrest in Ukraine, the Middle East and Africa, and (c) the rising level of inflation in major industrial
countries, including the United States, and worries that efforts to curb inflation may result in an economic recession. General inflation, including rising energy prices, interest
rates and wages, could adversely impact our business by increasing our operating and borrowing costs as well as limiting the amount of capital available for customers to
purchase our products. This economic turmoil has had, and could continue to have, a number of repercussions on our business, including significant decreases in orders from our
customers, business slowdowns or cessations at key suppliers resulting in delays in our product deliveries, increased raw material prices leading to increased production costs
that we may not be able to pass onto customers, and business challenges at customers resulting in the inability to obtain credit to finance purchases of our products or even
insolvency, and counterparty failures negatively impacting our operations and sales. Any systemic economic or financial crisis could cause revenues for the semiconductor
industry as a whole to decline dramatically, which could materially and adversely affect our results of operations.
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Risks Related to Our Business and Our Industry
We may require additional capital in the future and we cannot give any assurance that such capital will be available at all or available on terms acceptable to us and, if it is
available, additional capital raised by us may dilute holders of Class A common stock.
We may need to raise funds in the future, depending on many factors, including:
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our sales growth;
the costs of applying our existing technologies to new or enhanced products;
the costs of developing new technologies and introducing new products;
the costs associated with protecting our intellectual property;
the costs associated with our expansion, including capital expenditures and Lingang-related land purchases and deposits, and with increasing our sales and marketing
and service and support efforts, and with expanding our geographic operations;
our ability to continue to obtain governmental subsidies for developmental projects in the future;
future debt repayment obligations; and
the number and timing of any future acquisitions.
To the extent that our existing sources of cash, together with any cash generated from operations, are insufficient to fund our activities, we may need to raise additional funds
through public or private financings, strategic relationships, or other arrangements. Additional funding may not be available to us on acceptable terms or at all. If adequate
funding is not available, we may be required to reduce expenditures, including curtailing our growth strategies and reducing our product development efforts, or to forego
acquisition opportunities.
Proceeds received by ACM Shanghai from the initial placements of shares with PRC investors and from the STAR IPO, in connection with the STAR Listing, of ACM Shanghai
shares on the STAR Market will be used to grow and support our PRC operations. Those proceeds generally are not available for distribution to ACM Research. Under existing
PRC laws and regulations, it may be difficult, if not impossible, for ACM Research to be able to receive dividends comprised of funds generated by ACM Shanghai and, even if
such dividends can be paid from the PRC to the United States, any such dividends can be paid to ACM Research only if other holders of ACM Shanghai shares receive their pro
rata dividends. As a result, it is unlikely that funds raised or generated by ACM Shanghai will be readily distributable to ACM Research.
If we succeed in raising additional funds through the issuance of equity or convertible securities, then the issuance could result in substantial dilution to existing stockholders.
Furthermore, the holders of these new securities or debt may have rights, preferences and privileges senior to those of the holders of Class A common stock. In addition, any
preferred equity issuance or debt financing that we may obtain in the future could have restrictive covenants relating to our capital raising activities and other financial and
operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.
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Our quarterly operating results can be difficult to predict and can fluctuate substantially, which could result in volatility in the price of Class A common stock.
Our quarterly revenue and other operating results have varied in the past and are likely to continue to vary significantly from quarter to quarter. Accordingly, you should not rely
upon our past quarterly financial results as indicators of future performance. Any variations in our quarter-to-quarter performance may cause our stock price to fluctuate. Our
financial results in any given quarter can be influenced by a variety of factors, including:
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the cyclicality of the semiconductor industry and the related impact on the purchase of equipment used in the manufacture of chips;
the timing of purchases of our tools by chip fabricators, which order types of tools based on multi-year capital plans under which the number and dollar amount of tool
purchases can vary significantly from year to year;
the relatively high average selling price of our tools and our dependence on a limited number of customers for a substantial portion of our revenue in any period,
whereby the timing and volume of purchase orders or cancellations from our customers could significantly reduce our revenue for that period;
the significant expenditures required to customize our products often exceed the deposits received from our customers;
the lead time required to manufacture our tools;
the timing of recognizing revenue due to the timing of shipment and acceptance of our tools;
our ability to sell additional tools to existing customers;
the changes in customer specifications or requirements;
the length of our product sales cycle;
changes in our product mix, including the mix of systems, upgrades, spare parts and service;
the timing of our product releases or upgrades or announcements of product releases or upgrades by us or our competitors, including changes in customer orders in
anticipation of new products or product enhancements;
our ability to enhance our tools with new and better functionality that meet customer requirements and changing industry trends;
constraints on our suppliers’ capacity;
our ability to sell our tools to Chinese customers due to regulatory restrictions, including the addition of our customers to the Entity List;
the ability of other suppliers to provide sufficient quantities of their tools to our Chinese customers which may indirectly impact the production plans of our customers
and result in a reduction of demand for our tools;
the timing of investments in research and development related to releasing new applications of our technologies and new products;
delays in the development and manufacture of our new products and upgraded versions of our products and the market acceptance of these products when introduced;
our ability to control costs, including operating expenses and the costs of the components and subassemblies used in our products;
the costs related to the acquisition and integration of product lines, technologies or businesses; and
the costs associated with protecting our intellectual property, including defending our intellectual property against third-party claims or litigation.
Seasonality has played an increasingly important role in the market for chip manufacturing tools. The period of November through February has been a particularly weak period
historically for manufacturers of chip tools, in part because capital equipment needed to support manufacturing of chips for the December holidays usually needs to be in the
supply chain by no later than October and chip makers in Asia often wait until after Chinese, or Lunar, New Year, which occurs in January or February, before implementing
their capital acquisition plans. The timing of new product releases also has an impact on seasonality, with the acquisition of manufacturing equipment occurring six to nine
months before a new release.
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Many of these factors are beyond our control, and the occurrence of one or more of them could cause our operating results to vary widely. As a result, it is difficult for us to
forecast our quarterly revenue accurately. Our results of operations for any quarter may not be indicative of results for future quarters and quarter-to-quarter comparisons of our
operating results are not necessarily meaningful. Variability in our periodic operating results could lead to volatility in our stock price. Because a substantial proportion of our
expenses are relatively fixed in the short term, our results of operations will suffer if revenue falls below our expectations in a particular quarter, which could cause the price of
Class A common stock to decline. Moreover, as a result of any of the foregoing factors, our operating results might not meet our announced guidance or expectations of public
market analysts or investors, in which case the price of Class A common stock could decrease significantly.
Cyclicality in the semiconductor industry is likely to lead to substantial variations in demand for our products, and as a result our operating results could be adversely
affected.
The chip industry has historically been cyclic and is characterized by wide fluctuations in product supply and demand. From time to time, this industry has experienced
significant downturns, often in connection with, or in anticipation of, maturing product and technology cycles, excess inventories and declines in general economic conditions.
This cyclicality could cause our operating results to decline dramatically from one period to the next.
Our business depends upon the capital spending of chip manufacturers, which, in turn, depends upon the current and anticipated market demand for chips. During industry
downturns, chip manufacturers often have excess manufacturing capacity and may experience reductions in profitability due to lower sales and increased pricing pressure for
their products. As a result, chip manufacturers generally sharply curtail their spending during industry downturns and historically have lowered their spending more than the
decline in their revenues. If we are unable to control our expenses adequately in response to lower revenue from our customers, our operating results will suffer and we could
experience operating losses. For example, certain industry analysts, such as Gartner, forecast a downturn in 2023 for global WFE investments, as further described in “Item 1.
Business”. We cannot reasonably estimate the duration or impact of such a downturn, and it could have a material adverse effect on our business and the value of our Class A
common stock.
Conversely, during industry upturns we must successfully increase production output to meet expected customer demand. This may require us or our suppliers, including third-
party contractors, to order additional inventory, hire additional employees and expand manufacturing capacity. If we are unable to respond to a rapid increase in demand for our
tools on a timely basis, or if we misjudge the timing, duration or magnitude of such an increase in demand, we may lose business to our competitors or incur increased costs
disproportionate to any gains in revenue, which could have a material adverse effect on our business, results of operations, financial condition or cash flows.
The PRC government is implementing focused policies, including state-led investment initiatives, that aim to create and support an independent domestic semiconductor supply
chain spanning from design to final system production. If these policies, which include loans and subsidies, result in lower demand for equipment than is expected by equipment
manufacturers, the resulting overcapacity in the chip manufacturing equipment market could lead to excess inventory and price discounting that could have a material adverse
effect on our business and operating results.
We depend on a small number of customers for a substantial portion of our revenue, and the loss of, or a significant reduction in orders from, one or more of our major
customers could have a material adverse effect on our revenue and operating results. There are also a limited number of potential customers for our products.
The chip manufacturing industry is highly concentrated, and we derive most of our revenue from a limited number of customers. A total of three customers accounted for 43.8%
of our revenue in 2022, two customers accounted for 48.9% of our revenue in 2021, and three customers accounted for 75.8% of our revenue in 2020.
As a consequence of the concentrated nature of our customer base, our revenue and results of operations may fluctuate from quarter to quarter and are difficult to estimate, and
any cancellation of orders or any acceleration or delay in anticipated product purchases or the acceptance of shipped products by our larger customers could materially affect our
revenue and results of operations in any quarterly period.
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We may be unable to sustain or increase our revenue from our larger customers or offset the discontinuation of concentrated purchases by our larger customers with purchases by
new or existing customers. We expect a small number of customers will continue to account for a high percentage of our revenue for the foreseeable future and that our results of
operations may fluctuate materially as a result of such larger customers’ buying patterns. Thus, our business success depends on our ability to maintain strong relationships with
our customers. The loss of any of our key customers for any reason, or a change in our relationship with any of our key customers, including a significant delay or reduction in
their purchases, may cause a significant decrease in our revenue, which we may not be able to recapture due to the limited number of potential customers.
We have seen, and may see in the future, consolidation of our customer base. Industry consolidation generally has negative implications for equipment suppliers, including a
reduction in the number of potential customers, a decrease in aggregate capital spending and greater pricing leverage on the part of consumers over equipment suppliers.
Continued consolidation of the chip industry could make it more difficult for us to grow our customer base, increase sales of our products and maintain adequate gross margins.
Our success will depend on industry chip manufacturers adopting our SAPS, TEBO, Tahoe, ECP, furnace and other technologies.
To date our strategy for commercializing our tools has been to place them with selected industry leaders in the manufacturing of memory and logic chips, the two largest chip
categories, to enable those leading manufacturers to evaluate our technologies, and then leverage our reputation to gain broader market acceptance. In order for these industry
leaders to adopt our tools, we need to establish our credibility by demonstrating the differentiated, innovative nature of our SAPS, TEBO, Tahoe, ECP, furnace and other
technologies. If these leading manufacturers do not agree that our technologies add significant value over conventional technologies or do not otherwise accept and use our tools,
we may need to spend a significant amount of time and resources to enhance our technologies or develop new technologies. Even if these leading manufacturers adopt our
technologies, other manufacturers may not choose to accept and adopt our tools and our products may not achieve widespread adoption. Any of the above factors would have a
material adverse effect on our business, results of operations and financial condition.
If our SAPS, TEBO, Tahoe, ECP, furnace and other technologies do not achieve widespread market acceptance, we will not be able to compete effectively.
The commercial success of our tools will depend, in part, on gaining substantial market acceptance by chip manufacturers. Our ability to gain acceptance for our products will
depend upon a number of factors, including:
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our ability to demonstrate the differentiated, innovative nature of our SAPS, TEBO, Tahoe, ECP, furnace and other technologies and the advantages of our tools over
those of our competitors;
compatibility of our tools with existing or potential customers’ manufacturing processes and products;
the level of customer service available to support our products; and
the experiences our customers have with our products.
In addition, obtaining orders from new customers may be difficult because many chip manufacturers have pre-existing relationships with our competitors. Chip manufacturers
must make a substantial investment to qualify and integrate wet processing equipment into a chip production line. Due, in part, to the cost of manufacturing equipment and the
investment necessary to integrate a particular manufacturing process, a chip manufacturer that has selected a particular supplier’s equipment and qualified that equipment for
production typically continues to use that equipment for the specific production application and process node, which is the minimum line width on a chip, as long as that
equipment continues to meet performance specifications. Some of our potential and existing customers may prefer larger, more established vendors from which they can
purchase equipment for a wider variety of process steps than our tools address. Further, because the cleaning process with our TEBO equipment can be up to five times longer
than cleaning processes based on other technologies, we must convince chip manufacturers of the innovative, differentiated nature of our technologies and the benefits associated
with using our tools. If we are unable to obtain new customers and continue to achieve widespread market acceptance of our tools, then our business, operations, financial results
and growth prospects will be materially and adversely affected.
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If we do not continue to enhance our existing single-wafer wet cleaning tools and achieve market acceptance, we will not be able to compete effectively.
We operate in an industry that is subject to evolving standards, rapid technological changes and changes in customer demands. Additionally, if process nodes continue to shrink
to ever-smaller dimensions and conventional two-dimensional chips reach their critical performance limitations, the technology associated with manufacturing chips may
advance to a point where our Ultra C equipment based on SAPS, TEBO, Tahoe, ECP, furnace and other technologies becomes obsolete. Accordingly, the future of our business
will depend in large part upon the continuing relevance of our technological capabilities, our ability to interpret customer and market requirements in advance of tool deliveries,
and our ability to introduce in a timely manner new tools that address chip makers’ requirements for cost-effective cleaning solutions. We expect to spend a significant amount of
time and resources developing new tools and enhancing existing tools. Our ability to introduce and market successfully any new or enhanced cleaning equipment is subject to a
wide variety of challenges during the tool’s development, including the following:
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accurate anticipation of market requirements, changes in technology and evolving standards;
the availability of qualified product designers and technologies needed to solve difficult design challenges in a cost-effective, reliable manner;
our ability to design products that meet chip manufacturers’ cost, size, acceptance and specification criteria, and performance requirements;
the ability and availability of suppliers and third-party manufacturers to manufacture and deliver the critical components and subassemblies of our tools in a timely
manner;
• market acceptance of our customers’ products, and the lifecycle of those products; and
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our ability to deliver products in a timely manner within our customers’ product planning and deployment cycle.
Certain enhancements to our Ultra C equipment in future periods may reduce demand for our pre-existing tools. As we introduce new or enhanced cleaning tools, we must
manage the transition from older tools in order to minimize disruptions in customers’ ordering patterns, avoid excessive levels of older tool inventories and ensure timely
delivery of sufficient supplies of new tools to meet customer demand. Furthermore, product introductions could delay purchases by customers awaiting arrival of our new
products, which could cause us to fail to meet our expected level of production orders for pre-existing tools.
Our success will depend on our ability to identify and enter new product markets.
We expect to spend a significant amount of time and resources identifying new product markets in addition to the market for cleaning solutions and in developing new products
for entry into these markets. Product development requires significant investments in engineering hours, third-party development costs, prototypes and sample materials, as well
as sales and marketing expenses, which will not be recouped if the product launch is unsuccessful. We may fail to predict the needs of other markets accurately or develop new,
innovative technologies to address those needs. Further, we may not be able to design and introduce new products in a timely or cost-efficient manner, and our new products may
be more costly to develop, may fail to meet the requirements of the market, or may be adopted slower than we expect. If we are not able to introduce new products successfully,
our inability to gain market share in new product markets could adversely affect our ability to sustain our revenue growth or maintain our current revenue levels.
If we fail to establish and maintain a reputation for credibility and product quality, our ability to expand our customer base will be impaired and our operating results may
suffer.
We must develop and maintain a market reputation for innovative, differentiated technologies and high quality, reliable products in order to attract new customers and achieve
widespread market acceptance of our products. Our market reputation is critical because we compete against several larger, more established competitors, many of which supply
equipment for a larger number of process steps than we do to a broader customer base in an industry with a limited number of customers. In these circumstances, traditional
marketing and branding efforts are of limited value, and our success depends on our ability to provide customers with reliable and technically sophisticated products. If the
limited customer base does not perceive our products and services to be of high quality and effectiveness, our reputation could be harmed, which could adversely impact our
ability to achieve our targeted growth.
We operate in a highly competitive industry and many of our competitors are larger, better-established, and have significantly greater operating and financial resources than
we have.
The chip equipment industry is highly competitive, and we face substantial competition throughout the world in each of the markets we serve. Many of our current and potential
competitors have, among other things:
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established credibility and market reputations;
longer operating histories;
broader product offerings;
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local sales forces; and
These competitors may also have the ability to offer their products at lower prices by subsidizing their losses in wet cleaning with profits from other lines of business in order to
retain current or obtain new customers. Among other things, some competitors have the ability to offer bundled discounts for customers purchasing multiple products. Many of
our competitors have more extensive customer and partner relationships than we do and may therefore be in a better position to identify and respond to market developments and
changes in customer demands. Potential customers may prefer to purchase from their existing suppliers rather than a new supplier, regardless of product performance or features.
If we are not able to compete successfully against existing or new competitors, our business, operating results and financial condition will be negatively affected.
Our customers do not enter into long-term purchase commitments, and they may decrease, cancel or delay their projected purchases at any time.
In accordance with industry practice, our sales are on a purchase order basis, which we seek to obtain three to four months in advance of the expected product delivery date.
Until a purchase order is received, we do not have a binding purchase commitment. Our customers to date have provided us with non-binding one- to two-year forecasts of their
anticipated demands, but those forecasts can be changed at any time, without any required notice to us. Because the lead-time needed to produce a tool customized to a
customer’s specifications can extend up to six months, we may need to begin production of tools based on non-binding forecasts, rather than waiting to receive a binding
purchase order. No assurance can be made that a customer’s forecast will result in a firm purchase order within the time period we expect, or at all.
If we do not accurately predict the amount and timing of a customer’s future purchases, we risk expending time and resources on producing a customized tool that is not
purchased by a particular customer, which may result in excess or unwanted inventory, or we may be unable to fulfill an order on the schedule required by a purchase order,
which would result in foregone sales. Customers may place purchase orders that exceed forecasted amounts, which could result in delays in our delivery time and harm our
reputation. In the future a customer may decide not to purchase our tools at all, may purchase fewer tools than it did in the past or may otherwise alter its purchasing patterns, and
the impact of any such actions may be intensified given our dependence on a small number of large customers. Our customers make major purchases periodically as they add
capacity or otherwise implement technology upgrades. If any significant customers cancel, delay or reduce orders, our operating results could suffer.
We may incur significant expenses long before we can recognize revenue from new products, if at all, due to the costs and length of research, development, manufacturing
and customer evaluation process cycles.
We often incur significant research and development costs for products that are purchased by our customers only after much, or all, of the cost has been incurred or that may
never be purchased. We allow some new customers, or existing customers considering new products, to evaluate products without any payment becoming due unless the product
is ultimately accepted, which means we may invest a significant amount in manufacturing a tool that may never be accepted and purchased or may be purchased months or even
years after production. In the past we have borrowed money in order to fund first-time purchase order equipment and next-generation evaluation equipment. When we deliver
evaluation equipment, or a “first tool,” we may not recognize revenue or receive payment for the tool for 24 months or longer. Even returning customers may take as long as six
months to make any payments. If our sales efforts are unsuccessful after expending significant resources, or if we experience delays in completing sales, our future cash flow,
revenue and profitability may fluctuate or be materially adversely affected.
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Our sales cycle is long and unpredictable, which results in variability of our financial performance and may require us to incur high sales and marketing expenses with no
assurance that a sale will result, all of which could adversely affect our profitability.
Our results of operations may fluctuate, in part, because of the resource-intensive nature of our sales efforts and the length and variability of our sales cycle. A sales cycle is the
period between initial contact with a prospective customer and any sale of our tools. Our sales process involves educating customers about our tools, participating in extended
tool evaluations and configuring our tools to customer-specific needs, after which customers may evaluate the tools. The length of our sales cycle, from initial contact with a
customer to the execution of a purchase order, is generally 6 to 24 months. During the sales cycle, we expend significant time and money on sales and marketing activities and
make investments in evaluation equipment, all of which lower our operating margins, particularly if no sale occurs or if the sale is delayed as a result of extended qualification
processes or delays from our customers’ customers.
The duration or ultimate success of our sales cycle depends on factors such as:
•
•
•
•
efforts by our sales force;
the complexity of our customers’ manufacturing processes and the compatibility of our tools with those processes;
our customers’ internal technical capabilities and sophistication; and
our customers’ capital spending plans and processes, including budgetary constraints, internal approvals, extended negotiations or administrative delays.
It is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. As a result, we may not
recognize revenue from our sales efforts for extended periods of time, or at all. The loss or delay of one or more large transactions in a quarter could impact our results of
operations for that quarter and any future quarters for which revenue from that transaction is lost or delayed. In addition, we believe that the length of the sales cycle and
intensity of the evaluation process may increase for those current and potential customers that centralize their purchasing decisions.
Difficulties in forecasting demand for our tools may lead to periodic inventory shortages or excess spending on inventory items that may not be used.
We need to manage our inventory of components and production of tools effectively to meet changing customer requirements. Accurately forecasting customers’ needs is
difficult. Our tool demand forecasts are based on multiple assumptions, including non-binding forecasts received from our customers years in advance, each of which may
introduce error into our estimates. Inventory levels for components necessary to build our tools in excess of customer demand may result in inventory write-downs and could
have an adverse effect on our operating results and financial condition. Conversely, if we underestimate demand for our tools or if our manufacturing partners fail to supply
components we require at the time we need them, we may experience inventory shortages. Such shortages might delay production or shipments to customers and may cause us to
lose sales. These shortages may also harm our credibility, diminish the loyalty of our channel partners or customers.
A failure to prevent inventory shortages or accurately predict customers’ needs could result in decreased revenue and gross margins and harm our business.
Some of our products and supplies may become obsolete or be deemed excess while in inventory due to rapidly changing customer specifications, changes in product structure,
components or bills of material as a result of engineering changes, or a decrease in customer demand. We also have exposure to contractual liabilities to our contract
manufacturers for inventories purchased by them on our behalf, based on our forecasted requirements, which may become excess or obsolete. Our inventory balances also
represent an investment of cash. To the extent our inventory turns are slower than we anticipate based on historical practice, our cash conversion cycle extends and more of our
cash remains invested in working capital. If we are not able to manage our inventory effectively, we may need to write down the value of some of our existing inventory or write
off non-saleable or obsolete inventory. Any such charges we incur in future periods could materially and adversely affect our results of operations.
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The difficulty in forecasting demand also makes it difficult to estimate our future results of operations and financial condition from period to period. A failure to accurately
predict the level of demand for our products could adversely affect our net revenue and net income, and we are unlikely to forecast such effects with any certainty in advance.
If our tools contain defects or do not meet customer specifications, we could lose customers and revenue.
Highly complex tools such as ours may develop defects during the manufacturing and assembly process. We may also experience difficulties in customizing our tools to meet
customer specifications or detecting defects during the development and manufacturing of our tools. Some of these failures may not be discovered until we have expended
significant resources in customizing our tools, or until our tools have been installed in our customers’ production facilities. These quality problems could harm our reputation as
well as our customer relationships in the following ways:
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•
•
our customers may delay or reject acceptance of our tools that contain defects or fail to meet their specifications;
we may suffer customer dissatisfaction, negative publicity and reputational damage, resulting in reduced orders or otherwise damaging our ability to retain existing
customers and attract new customers;
we may incur substantial costs as a result of warranty claims or service obligations or in order to enhance the reliability of our tools;
the attention of our technical and management resources may be diverted;
we may be required to replace defective systems or invest significant capital to resolve these problems; and
we may be required to write off inventory and other assets related to our tools.
In addition, defects in our tools or our inability to meet the needs of our customers could cause damage to our customers’ products or manufacturing facilities, which could result
in claims for product liability, tort or breach of warranty, including claims from our customers. The cost of defending such a lawsuit, regardless of its merit, could be substantial
and could divert management’s attention from our ongoing operations. In addition, if our business liability insurance coverage proves inadequate with respect to a claim or future
coverage is unavailable on acceptable terms or at all, we may be liable for payment of substantial damages. Any or all of these potential consequences could have an adverse
impact on our operating results and financial condition.
Warranty claims in excess of our estimates could adversely affect our business.
We have provided warranties against manufacturing defects of our tools that range from 12 to 36 months in duration. Our product warranty requires us to provide labor and parts
necessary to repair defects. As of December 31, 2022, we had accrued $8.8 million in liability contingency for potential warranty claims. Warranty claims substantially in excess
of our expectations, or significant unexpected costs associated with warranty claims, could harm our reputation and could cause customers to decline to place new or additional
orders, which could have a material adverse effect on our business, results of operations and financial condition.
We rely on third parties to manufacture significant portions of our tools and our failure to manage our relationships with these parties could harm our relationships with
our customers, increase our costs, decrease our sales and limit our growth.
Our tools are complex and require components and subassemblies having a high degree of reliability, accuracy and performance. We rely on third parties to manufacture most of
the subassemblies and supply most of the components used in our tools. Accordingly, we cannot directly control our delivery schedules and quality assurance. This reliance on
third parties and lack of control could result in shortages or quality assurance problems. In addition, supply chain constraints have intensified due to a variety of factors,
including the ongoing COVID-19 pandemic and the June 2022 truck driver strike in South Korea, where certain of our operations and customers are located. See also “—Our
supply chain may be materially adversely impacted due to global events, including continuing COVID-19 outbreaks, transportation delays and the armed conflict in
Ukraine.” These issues and our ability to manage increased demand could delay shipments of our tools, increase our testing or production costs or lead to costly failure claims.
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We do not have long-term supply contracts with some of our suppliers, and those suppliers are not obligated to perform services or supply products to us for any specific period,
in any specific quantities or at any specific price, except as may be provided in a particular purchase order. In addition, we attempt to maintain relatively low inventories and
acquire subassemblies and components only as needed. There are significant risks associated with our reliance on these third-party suppliers, including:
•
•
•
•
•
•
potential price increases;
capacity shortages or other inability to meet any increase in demand for our products;
reduced control over manufacturing process for components and subassemblies and delivery schedules;
limited ability of some suppliers to manufacture and sell subassemblies or parts in the volumes we require and at acceptable quality levels and prices, due to the
suppliers’ relatively small operations and limited manufacturing resources;
increased exposure to potential misappropriation of our intellectual property; and
limited warranties on subassemblies and components supplied to us.
Any delays in the shipment of our products due to our reliance on third-party suppliers could harm our relationships with our customers. In addition, any increase in costs due to
our suppliers increasing the price they charge us for subassemblies and components or arising from our need to replace our current suppliers that we are unable to pass on to our
customers could negatively affect our operating results.
Our supply chain may be materially adversely impacted due to global events, including continuing COVID‑19 outbreaks, transportation delays and the armed conflict in
Ukraine.
We rely upon the facilities of our global suppliers with operations in the PRC, Japan, Taiwan and the United States to support our business. We source the substantial majority of
our components from Asia, and as a result, our supply chain can be adversely affected by a variety of global events, including COVID-19 restrictions (see “Risks Related to the
COVID-19 Pandemic—Substantially all of our operations, as well as significant operations of a number of our key customers, are located in areas of the PRC impacted by the
COVID-19 pandemic, and our operations have been, and may continue to be, adversely affected by the effects of PRC restrictions imposed as the result of COVID-19”),
transportation delays, including those related to the June 2022 truck driver strike in South Korea resulting from escalated fuel prices, and the armed conflict in Ukraine. As a
result of these types of global events and resulting governmental and business reactions, our suppliers may not have the materials, capacity, or capability to supply our
components according to our schedule and specifications. Further, there may be logistics issues, including our ability and our supply chain’s ability to quickly ramp up
production, labor issues and transportation demands that may cause further delays. Supply chain constraints have intensified due to COVID-19 and may further intensify due to
other global events, contributing to existing global shortages coupled with increased demand in the supply of semiconductors. The unavailability of any component or supplier
could result in production delays, underutilized facilities, and loss of access to critical raw materials and parts for producing and supporting our tools, and could impact our
ongoing capacity expansion and our ability to fulfill our product delivery obligations. If our suppliers’ operations are curtailed, we may need to seek alternate sources of supply,
which may be more expensive. Alternate sources may not be available or may result in delays in shipments to us from our supply chain and subsequently to our customers, each
of which would affect our results of operations. These types of disruptions and governmental restrictions may also result in the inability of our customers to obtain materials
necessary for their full production, which could also result in reduced demand for our products. While disruptions and governmental restrictions, as well as related general
limitations on movement around the world, are expected to be temporary, the duration of the production and supply chain disruption, and related financial impact, cannot be
estimated at this time. Should the production and distribution closures continue for an extended period of time, the impact on our supply chain could have a material adverse
effect on our results of operations and cash flows. Business disruptions could also negatively affect the sources and availability of components and materials that are essential to
the operation of our business. Moreover, our customers source a range of production equipment, supplies and services from other suppliers with operations around the world, and
any reduction in supply capacity at those customers’ factories may reduce or even halt those customers’ production and result in a decrease in the demand for our products.
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Any shortage of components or subassemblies could result in delayed delivery of products to us or in increased costs to us, which could harm our business.
The ability of our manufacturers to supply our tools is dependent, in part, upon the availability of certain components and subassemblies. Our manufacturers may experience
shortages in the availability of such components or subassemblies, which could result in delayed delivery of products to us or in increased costs to us. Any shortage of
components or subassemblies or any inability to control costs associated with manufacturing could increase the costs for our products or impair our ability to ship orders in a
timely cost-efficient manner. As a result, we could experience cancellation of orders, refusal to accept deliveries or a reduction in our prices and margins, any of which could
harm our financial performance and results of operations.
We depend on a limited number of suppliers, including single source suppliers, for critical components and subassemblies, and our business could be disrupted if they are
unable to meet our needs.
We depend on a limited number of suppliers for components and subassemblies used in our tools. Certain components and subassemblies of our tools have only been purchased
from our current suppliers to date and changing the source of those components and subassemblies may result in disruptions during the transition process and entail significant
delay and expense. We rely on: Product Systems, Inc., or ProSys, as the sole supplier of megasonic transducers, a key subassembly used in our single-wafer cleaning equipment;
Ninebell Co., Ltd., or Ninebell, as the principal supplier of robotic delivery system subassemblies used in our single-wafer cleaning equipment; and Advanced Electric Co. Inc.,
as a key supplier of valves used in our single-wafer cleaning equipment. An adverse change to our relationship with any of these suppliers would disrupt our production of
single-wafer cleaning equipment and could cause substantial harm to our business.
With some of these suppliers, we do not have long-term agreements and instead purchase components and subassemblies through a purchase order process. As a result, these
suppliers may stop supplying us components and subassemblies, limit the allocation of supply and equipment to us due to increased industry demand or significantly increase
their prices at any time with little or no advance notice. Our reliance on a limited number of suppliers could also result in delivery problems, reduced control over product pricing
and quality, and our inability to identify and qualify another supplier in a timely manner.
Moreover, some of our suppliers may experience financial difficulties that could prevent them from supplying us with components or subassemblies used in the design and
manufacture of our products. In addition, our suppliers, including our sole supplier ProSys, may experience manufacturing delays or shut downs due to circumstances beyond
their control, such as labor issues, political unrest or natural disasters. Any supply deficiencies could materially and adversely affect our ability to fulfill customer orders and our
results of operations. We have in the past and may in the future, experience delays or reductions in supply shipments, which could reduce our revenue and profitability. If key
components or materials are unavailable, our costs would increase and our revenue would decline.
The success of our business will depend on our ability to manage any future growth.
We have experienced rapid growth in our business recently due, in part, to an expansion of our product offerings and an increase in the number of customers that we serve. For
example, our headcount grew by 38% in 2022, 62% in 2021, and 50% in 2020. We will seek to continue to expand our operations in the future, including by adding new offices,
locations and employees. Managing our growth has placed and could continue to place a significant strain on our management, other personnel and our infrastructure. If we are
unable to manage our growth effectively, we may not be able to take advantage of market opportunities, develop new products, enhance our technological capabilities, satisfy
customer requirements, respond to competitive pressures or otherwise execute our business plan. In addition, any inability to manage our growth effectively could result in
operating inefficiencies that could impair our competitive position and increase our costs disproportionately to the amount of growth we achieve. To manage our growth, we
believe we must effectively:
•
hire, train, integrate and manage additional qualified engineers for research and development activities, sales and marketing personnel, service and support personnel
and financial and information technology personnel;
• manage multiple relationships with our customers, suppliers and other third parties; and
continue to enhance our information technology infrastructure, systems and controls.
•
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Our organizational structure has become more complex, including as a result of the STAR Listing and the STAR IPO. We will need to continue to scale and adapt our
operational, financial and management controls, as well as our reporting systems and procedures, at both ACM Research and ACM Shanghai. The continued expansion of our
infrastructure will require us to commit substantial financial, operational and management resources before our revenue increases and without any assurances that our revenue
will increase.
We are highly dependent on our Chief Executive Officer and President and other senior management and key employees.
Our success largely depends on the skills, experience and continued efforts of our management, technical and sales personnel, including in particular Dr. David H. Wang, the
Chair of the Board, Chief Executive Officer and President of ACM Research. All of our senior management are at-will employees, which means either we or the employee may
terminate their employment at any time. If one or more of our other senior management personnel were unable or unwilling to continue their employment with us, we may not be
able to replace them in a timely manner. Moreover, in connection with the STAR Listing and the STAR IPO, ACM Shanghai is now managed by a group of officers separate
from those of ACM Research and those officers owe fiduciary duties to the various stakeholders of ACM Shanghai. We do not have employment or retention agreements with,
or maintain key person life insurance policies on, any of our employees. Our business may be severely disrupted and our financial condition and results of operations may be
materially and adversely affected. In addition, our senior management may join a competitor or form a competing company. The loss of Dr. Wang or other key management
personnel, including our Chief Financial Officer, could significantly delay or prevent the achievement of our business objectives.
Failure to attract and retain qualified personnel could put us at a competitive disadvantage and prevent us from effectively growing our business.
Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. There is substantial competition for experienced management,
technical and sales personnel in the chip equipment industry. If qualified personnel become scarce or difficult to attract or retain for compensation-related or other reasons, we
could experience higher labor, recruiting or training costs. New hires may require significant training and time before they achieve full productivity and may not become as
productive as we expect. If we are unable to retain and motivate our existing employees and attract qualified personnel to fill key positions, we may experience inadequate levels
of staffing to develop and market our products and perform services for our customers, which could have a negative effect on our operating results.
Our ability to utilize certain U.S. and state net operating loss carryforwards may be limited under applicable tax laws.
As of December 31, 2022, we had net operating loss carryforward amounts, or NOLs, of $4.4 million for U.S. federal income tax purposes and $0.5 million for U.S. state income
tax purposes. As of December 31, 2021, we had NOLs of $56.1 million for U.S. federal income tax purposes and $0.5 million for U.S. state income tax purposes. The federal
and state NOLs will expire at various dates in the future.
Utilization of these NOLs could be subject to a substantial annual limitation if the ownership change limitations under U.S. Internal Revenue Code Sections 382 and 383 and
similar U.S. state provisions are triggered by changes in the ownership of our capital stock. Such an annual limitation would result in the expiration of the NOLs before
utilization. Our existing NOLs may be subject to limitations arising from previous ownership changes, including in connection with our initial public offering and concurrent
private placement in November 2017, our follow-on public offering in August 2019, and any future equity issuances. Future changes in our stock ownership, some of which are
outside of our control, could result in an ownership change. Regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, may cause our existing
NOLs to expire or otherwise become unavailable to offset future income tax liabilities. Additionally, U.S. state NOLs generated in one state cannot be used to offset income
generated in another U.S. state. For these reasons, we may be limited in our ability to realize tax benefits from the use of our NOLs, even if our profitability would otherwise
allow for it.
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Acquisitions that we pursue in the future, whether or not consummated, could result in other operating and financial difficulties.
In the future we may seek to acquire additional product lines, technologies or businesses in an effort to increase our growth, enhance our ability to compete, complement our
product offerings, enter new and adjacent markets, obtain access to additional technical resources, enhance our intellectual property rights or pursue other competitive
opportunities. We may also make investments in certain key suppliers to align our interests with such suppliers. If we seek acquisitions, we may not be able to identify suitable
acquisition candidates at prices we consider appropriate. We cannot readily predict the timing or size of our future acquisitions, or the success of any future acquisitions.
To the extent that we consummate acquisitions or investments, we may face financial risks as a result, including increased costs associated with merged or acquired operations,
increased indebtedness, economic dilution to gross and operating profit and earnings per share, or unanticipated costs and liabilities. Acquisitions may involve additional risks,
including:
•
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•
•
the acquired product lines, technologies or businesses may not improve our financial and strategic position as planned;
we may determine we have overpaid for the product lines, technologies or businesses, or that the economic conditions underlying our acquisition have changed;
we may have difficulty integrating the operations and personnel of the acquired company;
we may have difficulty retaining the employees with the technical skills needed to enhance and provide services with respect to the acquired product lines or
technologies;
the acquisition may be viewed negatively by customers, employees, suppliers, financial markets or investors;
we may have difficulty incorporating the acquired product lines or technologies with our existing technologies;
we may encounter a competitive response, including price competition or intellectual property litigation;
we may encounter difficulties related to required CFIUS approval (see also “-Regulatory Risks-Certain of our investments may be subject to review by and approval
from CFIUS, which may prevent us from taking advantage of investment opportunities that would otherwise be advantageous to our stockholders”);
we may become a party to product liability or intellectual property infringement claims as a result of our sale of the acquired company’s products;
we may incur one-time write-offs, such as acquired in-process research and development costs, and restructuring charges;
we may acquire goodwill and other intangible assets that are subject to impairment tests, which could result in future impairment charges;
our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or
culturally diverse enterprises; and
our due diligence process may fail to identify significant existing issues with the target business.
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From time to time, we may enter into negotiations for acquisitions or investments that are not ultimately consummated. These negotiations could result in significant diversion of
management time, as well as substantial out-of-pocket costs, any of which could have a material adverse effect on our business, operating results and financial condition.
Future declines in the semiconductor industry, and the overall world economic conditions on which the industry is significantly dependent, could have a material adverse
impact on our results of operations and financial condition.
Our business depends on the capital equipment expenditures of chip manufacturers, which in turn depend on the current and anticipated market demand for integrated circuits.
With the consolidation of customers within the industry, the chip capital equipment market may experience rapid changes in demand driven both by changes in the market
generally and the plans and requirements of particular customers. Global economic and business conditions, which are often unpredictable, have historically impacted customer
demand for our products and normal commercial relationships with our customers, suppliers and creditors. Additionally, in times of economic uncertainty our customers’
budgets for our tools, or their ability to access credit to purchase them, could be adversely affected. This would limit their ability to purchase our products and services. As a
result, economic downturns could cause material adverse changes to our results of operations and financial condition including:
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a decline in demand for our products;
an increase in reserves on accounts receivable due to our customers’ inability to pay us;
an increase in reserves on inventory balances due to excess or obsolete inventory as a result of our inability to sell such inventory;
valuation allowances on deferred tax assets;
restructuring charges;
asset impairments including the potential impairment of goodwill and other intangible assets;
a decline in the value of our investments;
exposure to claims from our suppliers for payment on inventory that is ordered in anticipation of customer purchases that do not come to fruition;
a decline in the value of certain facilities we lease to less than our residual value guarantee with the lessor; and
challenges maintaining reliable and uninterrupted sources of supply.
Fluctuating levels of investment by chip manufacturers may materially affect our aggregate shipments, revenue, operating results and earnings. Where appropriate, we will
attempt to respond to these fluctuations with cost management programs aimed at aligning our expenditures with anticipated revenue streams, which could result in restructuring
charges. Even during periods of reduced revenues, we must continue to invest in research and development and maintain extensive ongoing worldwide customer service and
support capabilities to remain competitive, which may temporarily harm our profitability and other financial results.
Regulatory Risks
Our ability to sell our tools to customers in the PRC has been impacted, and will likely continue to be materially and adversely impacted, by export license requirements,
other regulatory changes, or other actions taken by the U.S. or other governmental agencies.
ACM Shanghai utilizes certain items subject to export controls under the U.S. Export Administration Regulations (EAR) in manufacturing and supplying its products. The EAR
applies to exports of commodities, software and technology from the United States, including for use in manufacturing products outside the United States, as well as to certain
products manufactured outside the United States that incorporate, or are based on, designated U.S. content, software or technology. The Bureau of Industry and Security of the
U.S. Department of Commerce (BIS), which administers the EAR, recently imposed, and may continue to impose, additional restrictions under the EAR on certain exports to the
PRC, including restrictions targeting the semiconductor manufacturing industry in the PRC. Many of these restrictions were imposed through licensing requirements with a
presumption of denial. These types of restrictions may impact the operations of ACM Shanghai.
As part of the new regulations, BIS imposed a series of restrictions on exports of designated products and exports for specified end uses and end users in connection with the
supercomputer, artificial intelligence, integrated circuit (IC) and semiconductor manufacturing sectors in the PRC. These new restrictions have impacted the procurement by
ACM Shanghai of certain items from the U.S. for use in manufacturing its products and, depending on the details of the final implementation of these new restrictions and
associated licensing policies, will likely continue to limit to an undetermined extent ACM Shanghai’s ability to supply its products to certain end users and for certain end uses in
the PRC.
Alongside these new restrictions, BIS has also continued to designate additional PRC entities, many involved in the semiconductor manufacturing industry, on restricted party
lists under the EAR, such as the Entity List and the Unverified List. These designations impose licensing requirements for the supply of products to such entities. In most cases,
any items subject to the EAR, including foreign produced products with specified U.S. content, now require an export license from BIS before they can be supplied to the newly
listed PRC entities, regardless of their export classification. In December 2020, SMIC, one of the largest chip manufacturers in the PRC and one of our key customers, was one
of numerous entities added to the Entity List. Challenges faced by SMIC and its key suppliers as a result of the listing have indirectly impacted SMIC’s demand for, and ACM
Shanghai’s ability to supply, ACM Shanghai products. More recently, in October 2022, YMTC, a leading PRC memory chip company and one of our key customers, was added
to the Unverified List of the EAR alongside a number of other Chinese entities. The Unverified List identifies parties for whom BIS has been unable to confirm their bona fides
(i.e., legitimacy and reliability about the end-use and end-user of items subject to the EAR). Entities listed on the Unverified List are ineligible to receive items subject to the
EAR by means of a license exception if a U.S. export license is required. In December 2022, YMTC was moved from the Unverified List to the Entity List. Challenges faced by
YMTC and its key suppliers as a result of the listing could indirectly impact YMTC’s demand for, or ACM Shanghai’s ability to supply, ACM Shanghai products.
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Also in October 2022, BIS announced new rules that significantly expanded U.S. export controls as applied to advanced IC products, related manufacturing equipment and
technology, and supercomputers, where the destination or ultimate end user is based in the PRC. In the case of semiconductor manufacturing equipment, the new rules require an
export license for the export, re-export, or transfer to or within the PRC of additional types of semiconductor manufacturing equipment, items for use in manufacturing
designated types of semiconductor manufacturing equipment, and semiconductor manufacturing equipment for use at certain IC manufacturing and development facilities in the
PRC. License applications for these exports are reviewed under a presumption of denial. In addition, BIS imposed new restrictions by which U.S. persons anywhere in the
world are effectively barred from engaging in certain activities related to the development and production of semiconductors at PRC fabrication facilities meeting specified
criteria, even if no items subject to the EAR are involved.
ACM Shanghai has determined that several of its customers have PRC-based facilities that meet the restricted criteria, and has also determined that several of its products may
meet the parameters of export control classification numbers, or ECCNs, affected by the restrictions. Accordingly, depending on the details of the final implementation of these
new restrictions and associated licensing policies, ACM may not be able to import, or may face substantial restrictions in importing, parts from the United States to support tool
shipments to such facilities, or to be embedded into tools defined by affected ECCNs. ACM and ACM Shanghai have implemented modifications to their existing business
policies and practices in response to the new restrictions, including by imposing limitations on the activities of their U.S. persons and their supply chains more broadly to comply
with the new regulations.
We believe that as a result of the new restrictions, several ACM Shanghai customers have significantly reduced production and related capital spending at facilities meeting the
restricted advanced node capabilities. In addition, ACM Shanghai has experienced challenges as the companies in its supply chain adapt their policies to the new regulations.
These factors had an adverse impact on ACM Shanghai’s shipments and sales in the three months ended December 31, 2022. We anticipate these factors will continue to have
an adverse impact on ACM Shanghai’s shipments and sales in future periods.
We cannot be certain what additional actions the U.S. government may take with respect to PRC entities, or whether such actions will impact our relationships with our PRC-
based customers. Additional actions could take the form of further revisions to the Entity List or Unverified List, new export restrictions, additional tariffs or other trade
restrictions. It is also possible that other countries could adopt similar semiconductor-focused export controls to align with the October 2022 U.S. actions. Press reports indicate
that two countries involved in ACM Shanghai’s current supply chain, Japan and the Netherlands, are currently considering similar measures. The introduction of multilateral
semiconductor-focused export controls could further negatively impact ACM Shanghai’s supply chain from potentially affected countries and, indirectly, the ability of our
customers in the PRC to scale their production. We are unable to predict the duration of the restrictions imposed by the U.S. government or the effects of any future
governmental actions by the U.S. or other countries that may impact our relationships with our PRC-based customers, any of which could have a long-term adverse effect on our
business, operating results and financial condition.
Changes in government trade policies could limit the demand for our tools and increase the cost of our tools.
General trade tensions between the United States and the PRC escalated beginning in 2018. In each of July, August and September 2018, June and September 2019, and
February 2020, the U.S. government imposed a round of new or higher tariffs on specified imported products originating from the PRC in response to what the U.S. government
characterized as unfair trade practices. The PRC government responded to each of these rounds of U.S. tariff changes by imposing new or higher tariffs on specified products
imported from the United States. Higher tariffs and additional rounds of tariffs have been suggested or threatened by U.S. and PRC officials.
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The imposition of heightened tariffs on imports by both the U.S. and PRC governments and the surrounding economic uncertainty may negatively impact the semiconductor
industry, including by reducing the demand of fabricators for capital equipment such as our tools. Further changes in trade policy, including by tariffs, additional taxes,
restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials including rare earth minerals, may limit the ability of our customers to
manufacture or sell semiconductors or to make the manufacture or sale of semiconductors more expensive and less profitable, which could lead those customers to fabricate
fewer semiconductors and to invest less in capital equipment such as our tools. In addition, if the PRC were to impose additional tariffs on raw materials, subsystems or other
supplies that we source from the United States, our cost for those supplies would increase. As a result of any of the foregoing events, the imposition of new or additional tariffs
may limit our ability to manufacture tools, increase our selling and/or manufacturing costs, decrease margins, or inhibit our ability to sell tools or to purchase necessary
equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial condition.
Changes in political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may
result in our inability to sustain our growth and expansion strategies.
Substantially all of our operations are conducted in the PRC, and a substantial majority of our revenue is sourced from the PRC. Accordingly, our financial condition and results
of operations are affected to a significant extent by economic, political and legal developments in the PRC.
The Chinese economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth
rate, and control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for
economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of
productive assets in the PRC are still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by
imposing industrial policies. The PRC government also exercises significant control over economic growth in the PRC by allocating resources, controlling payment of foreign
currency-denominated obligations, setting monetary policy, regulating financial services and institutions, and providing preferential treatment to particular industries or
companies.
While the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy.
The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall
PRC economy, but may also have a negative effect on us. Our financial condition and results of operation could be materially and adversely affected by government control over
capital investments or changes in tax regulations that are applicable to us. In the past the PRC government has implemented measures to control the pace of economic growth,
and similar measures in the future may cause decreased economic activity, which in turn could lead to a reduction in demand for our products and consequently have a material
adverse effect on our businesses, financial condition and results of operations.
Although the PRC government has been implementing policies to develop an independent domestic semiconductor industry supply chain, there is no guaranteed time frame in
which these initiatives will be implemented. We cannot guarantee that the implementation of these policies will result in additional revenue to us or that our presence in the PRC
will result in support from the PRC government. To the extent that any capital investment or other assistance from the PRC government is not provided to us, it could be used to
promote the products and technologies of our competitors, which could adversely affect our business, operating results and financial condition.
Changes in political and economic policies with respect to the PRC may make it difficult for us to release the benefit of our investments.
On November 12, 2020, then-U.S. President Trump issued an executive order, or the Order, establishing a new sanctions program designed to prohibit U.S. persons from
entering into transactions in certain publicly traded securities, as well as derivatives and securities designed to provide investment exposure to such securities, of any
“Communist Chinese military company,” or CCMC, as designated by the U.S. Department of Defense, or DOD, or the U.S. Secretary of the Treasury. Continued ownership of
such securities by U.S. persons would be prohibited after a one-year divestment period from the time of designation of the issuer. A number of PRC issuers have been designated
under this program and more could be added.
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On December 3, 2020, SMIC was designated as a CCMC by the DOD, which was subsequently removed as of June 3, 2021. If SMIC had remained on the list at December 3,
2021, ACM Shanghai’s continued possession of SMIC securities could have subjected ACM Shanghai and ACM Research to penalties. Certain implementation matters related
to the scope of, and compliance with, the Order have not yet been resolved, and the ultimate application and enforcement of the Order may change due to, among other things,
the change in the U.S. Presidential administration.
In addition, SMIC may be designated as a CCMC in the future, or we may seek to conduct business transactions with entities on the CCMC list in the future. Although the Order
does not prohibit commercial relations with CCMC companies other than the securities transactions noted above, certain other export restrictions have been imposed under the
Export Administration Regulations on some CCMC companies. These and any similar future U.S. government restrictions on our suppliers or customers may adversely affect
our business operations in the PRC, overall company results or our financial condition.
The PRC’s currency exchange control and government restrictions on investment repatriation may impact our ability to transfer funds outside of the PRC, which could
materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, otherwise fund and conduct our business, or pay
dividends on our common stock.
We generate substantially all of our revenue through ACM Shanghai, our PRC subsidiary. PRC statutory laws and regulations permit payments of dividends by ACM Shanghai
only out of its retained earnings, which are determined in accordance with PRC accounting standards and regulations that differ from U.S. generally accepted accounting
principles. The PRC regulations and ACM Shanghai’s articles of association require annual appropriations of 10% of net after-tax profits to be set aside, prior to payment of
dividends, as a reserve or surplus fund, which restricts ACM Shanghai’s ability to transfer a portion of its net assets to us. Such reserved funds can only be used for specific
purposes and are not transferable to ACM in the form of loans, advances or cash dividends.
As a result of these and other restrictions under PRC laws and regulations as well as restrictions under ACM Shanghai’s bank loan agreements, we may be significantly restricted
in our ability to transfer a portion of ACM Shanghai’s net assets to ACM or other subsidiaries of ACM. We have no assurance that PRC governmental authorities in the future
will not limit further or eliminate the ability of ACM Shanghai to purchase foreign currencies and transfer such funds to ACM to meet its liquidity or other business needs. Any
inability to access funds in the PRC, if and when needed for use outside of the PRC, could have a material and adverse effect on our liquidity and our business.
Certain of our investments may be subject to review by and approval from CFIUS, which may prevent us from taking advantage of investment opportunities that would
otherwise be advantageous to our stockholders.
Certain of our investments may be subject to review by and approval from the U.S. Committee on Foreign Investment in the U.S., or CFIUS. In the event that CFIUS reviews
one or more of our investments, there can be no assurances that we will be able to maintain or proceed with such investments on terms acceptable to us. Additionally, CFIUS
may seek to impose limitations on one or more such investments that may prevent us from maintaining or pursuing investment opportunities that we otherwise would have
maintained or pursued, which could adversely affect the performance of our investments and thus our overall performance. Certain of our stockholders may be non-U.S.
investors, and in the aggregate, may comprise a substantial portion of our net asset value, which may increase the risks of such limitations being imposed in connection with
investments pursued or made by us. Legislative and regulatory changes, including changes to agency practice, in the future may negatively impact our ability to realize value
from certain existing and future investments, including by limiting exit opportunities or causing us to favor buyers that we believe are less likely to require CFIUS review, even
in circumstances where other buyers may offer better terms or more consideration.
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The U.S. Government is reportedly considering an outbound investment review mechanism, which may prevent us from taking advantage of investment opportunities
outside the United States that could otherwise be advantageous to our stockholders.
The U.S. Government is reportedly considering imposing an outbound investment review mechanism similar to CFIUS that would review foreign investments made from the
United States. It is not yet clear what form the mechanism would take, but reports suggest it could come quickly in the form of an Executive Order, or could be passed as part of
legislation from Congress. In the event that such a review mechanism is implemented, it is possible that certain of our investments may require review or notification to the U.S.
Government, and could be subject to mitigation or other restrictions. If implemented, similar to CFIUS reviews, there can be no assurances that we will be able to maintain or
proceed with investments on terms acceptable to us. Such a mechanism could negatively impact our ability to realize value from certain existing and future investments,
including by limiting exit opportunities or causing us to favor buyers that we believe are lower risk for the possible outbound investment reviews, even in circumstances where
other buyers may offer better terms or more consideration. Furthermore, because the requirements have not yet been established, the range or extent of possible effects that could
flow from such a measure cannot be determined with any degree of certainty at this time. It is possible that the outbound investment review mechanism could adversely affect
our business, financial condition, and operating results.
We are subject to government regulation, including import, export, economic sanctions, and anti-corruption laws and regulations, that may limit our sales opportunities,
expose us to liability and increase our costs.
Our products are subject to import and export controls in jurisdictions in which we distribute or sell our products. Import and export controls and economic sanctions laws and
regulations include restrictions and prohibitions on the sale or supply of certain products and on our transfer of parts, components, and related technical information and know-
how to certain countries, regions, governments, persons and entities.
Various countries regulate the importation of certain products through import permitting and licensing requirements and have enacted laws that could limit our ability to
distribute our products. The exportation, re-exportation, transfers within foreign countries and importation of our products, including by our partners, must comply with these
laws and regulations, and any violations may result in reputational harm, government investigations and penalties, or a denial or curtailment of exporting privileges. Complying
with export control and sanctions laws for a particular sale may be time consuming, may increase our costs, and may result in the delay or loss of sales opportunities. If we are
found to be in violation of U.S. sanctions or export control laws, or similar laws in other jurisdictions, we and the individuals working for us could incur substantial fines and
penalties. Changes in export, sanctions or import laws or regulations may delay the introduction and sale of our products in international markets, require us to expend resources
to seek necessary government authorizations or develop different versions of our products, or, in some cases, prevent the export or import of our products to certain countries,
regions, governments, persons or entities, which could adversely affect our business, financial condition and operating results.
We are subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, as well as similar anti-bribery and anti-kickback laws
and regulations in the United States and other jurisdictions. These laws and regulations generally prohibit companies and their intermediaries from offering or making improper
payments to non-U.S. officials for the purpose of obtaining, retaining or directing business. Our exposure for violating these laws and regulations increases as our international
presence expands and as we increase sales and operations in foreign jurisdictions.
Risks Related to Our STAR Listing
We may not achieve the results contemplated by our business strategy and our strategy for growth in the PRC may not result in increases in the price of Class A common
stock.
We cannot assure you that we will realize any or all of our anticipated benefits of the STAR Listing and the STAR IPO, which may not have the anticipated effects of including
the strengthening of our market position and operations in the PRC. ACM Shanghai continues to have broad discretion in the use of the proceeds from the initial sales of shares
to investors and the proceeds from the STAR IPO, and it may not spend or invest those proceeds in a manner that results in our operating success or with which ACM Research
stockholders agree. Our failure to successfully leverage the completion of the STAR Listing and the STAR IPO to expand our PRC business could result in a decrease in the
price of the Class A common stock, and we cannot assure you that the success of ACM Shanghai will have an attendant positive effect on the price of the Class A common
stock.
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PRC companies are critical to the global semiconductor industry, and our current business is substantially concentrated in the PRC market. Our inability to build, or any delay in
growing, our PRC-based operations would materially and adversely limit our operations and operating results, including our revenue growth.
ACM Shanghai’s status as a publicly traded company that is controlled, but less than wholly owned, by ACM Research could have an adverse effect on us.
In November 2021, we completed the STAR Listing and STAR IPO with respect to shares of ACM Shanghai. ACM Shanghai is our principal operating company and, prior to
the STAR Listing process, was a wholly owned subsidiary of ACM Research. As the result of actions taken in connection with the STAR Listing and the STAR IPO, ACM
Shanghai is no longer a wholly owned subsidiary of ACM Research, and the interests of ACM Shanghai may diverge from the interests of ACM Research and its other
subsidiaries in the future. We may face conflicts of interest in managing, financing or engaging in transactions with ACM Shanghai, or allocating business opportunities between
our subsidiaries, including future arrangements for operating subsidiaries other than ACM Shanghai to license and use our intellectual property. Substantially all of our
intellectual property has been developed in the PRC and is owned by ACM Shanghai. As we expand our global operations through operating subsidiaries outside of the PRC,
those operating subsidiaries may need to license intellectual property from ACM Shanghai in order to operate, and there can be no assurance that conflicts of interest will not
preclude those operating subsidiaries from licensing the required intellectual property from ACM Shanghai on reasonable terms or at all.
ACM Research retains majority ownership of ACM Shanghai since the STAR IPO, but ACM Shanghai is managed by a separate board of directors and officers and those
directors and officers will owe fiduciary duties to the various stakeholders of ACM Shanghai, including shareholders other than ACM Research. In the operation of ACM
Shanghai’s business, there may be situations that arise whereby the directors and officers of ACM Shanghai, in the exercise of their fiduciary duties, take actions that may be
contrary to the best interests of ACM Research.
In the future, ACM Shanghai may issue options, restricted shares and other forms of share-based compensation to its directors, officers and employees, which could dilute ACM
Research’s ownership in ACM Shanghai. In addition, ACM Shanghai may engage in capital raising activities in the future that could further dilute ACM Research’s ownership
interest.
ACM Research and ACM Shanghai both are public reporting companies but each is subject to separate, and potentially inconsistent, accounting and disclosure
requirements, which may lead to investor confusion or uncertainty that could cause decreased demand for, or fluctuations in the price of, one or both of the companies’
publicly traded shares.
Since ACM Shanghai completed the STAR Listing and the STAR IPO in November 2021, it has been subject to accounting, disclosure and other regulatory requirements of the
STAR Market. At the same time, ACM Research remains subject to accounting, disclosure and other regulatory requirements of the SEC and the Nasdaq Global Market, or
Nasdaq. As a result, ACM Research and ACM Shanghai periodically will disclose information simultaneously pursuant to differing laws and regulations. Even though
substantially all of the operations of ACM Research are currently conducted through ACM Shanghai, the information disclosed by the two companies will differ, and may differ
materially from time to time, due to the distinct, and potentially inconsistent, accounting standards applicable to the two companies and disclosure requirements imposed by
securities regulatory authorities, as well as differences in language, culture and expression habit, in composition of investors in the United States and PRC, and in the capital
markets of the United States and the PRC.
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Differing disclosures could lead to confusion or uncertainty among investors in the publicly traded shares of one or both companies. Differences between the price of ACM
Shanghai shares on the STAR Market and the price of ACM Research Class A common stock on Nasdaq could lead to increased volatility, as some investors seek to arbitrage
price differences. Moreover, such volatility could be exacerbated by the fact that ACM Shanghai shares currently represent substantially all of the assets of ACM Research.
Risks Related to Our Intellectual Property and Data Security
Our success depends on our ability to protect our intellectual property, including our SAPS, TEBO, Tahoe, ECP, furnace and other technologies.
Our commercial success depends in part on our ability to obtain and maintain patent and trade secret protection for our intellectual property, including our SAPS, TEBO, Tahoe,
ECP, furnace and other technologies and the design of our Ultra C equipment, as well as our ability to operate without infringing upon the proprietary rights of others. There can
be no assurance that our patent applications will result in additional patents being issued or that issued patents will afford sufficient protection against competitors with similar
technology, nor can there be any assurance that the patents issued will not be infringed, designed around, or invalidated by third parties. Even issued patents may later be found
unenforceable or may be modified or revoked in proceedings instituted by third parties before various patent offices or in courts. The degree of future protection for our
intellectual property is uncertain. Only limited protection may be available and may not adequately protect our rights or permit us to gain or keep any competitive advantage.
This failure to properly protect the intellectual property rights relating to our products and technologies could have a material adverse effect on our financial condition and results
of operations.
The patent application process is subject to numerous risks and uncertainties, and there can be no assurance that we or any of our future development partners will be successful
in protecting our product candidates by obtaining and defending patents. These risks and uncertainties include the following:
•
•
•
•
•
The U.S. Patent and Trademark Office and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment
and other provisions during the patent process. There are situations in which noncompliance can result in abandonment or lapse of a patent or patent application,
resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to enter the market earlier than would
otherwise have been the case.
Patent applications may not result in any patents being issued.
Patents that may be issued may be challenged, invalidated, modified, revoked, circumvented, found to be unenforceable or otherwise may not provide any competitive
advantage.
Our competitors may seek or may have already obtained patents that will limit, interfere with, or eliminate our ability to make, use and sell our potential product
candidates.
The PRC and other countries other than the United States may have patent laws less favorable to patentees than those upheld by U.S. courts, allowing foreign
competitors a better opportunity to create, develop and market competing product candidates.
In addition, we rely on the protection of our trade secrets and know-how. Although we have taken steps to protect our trade secrets and unpatented know-how, including entering
into confidentiality and non-disclosure agreements with third parties and confidential information and inventions agreements with key employees, customers and suppliers, other
parties may still obtain this information or may come upon this information independently. If any of these events occurs or if we otherwise lose protection for our trade secrets or
proprietary know-how, the value of this information may be greatly reduced.
We may be involved in lawsuits to protect or enforce our patents, which could be expensive, time consuming and unsuccessful.
Competitors may infringe upon our patents. If our technologies are adopted, we believe that competitors may try to match our technologies and tools in order to compete. To
counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time consuming. An adverse result in any litigation or
defense proceedings, including our current suits, could put one or more of our patents at risk of being invalidated, found to be unenforceable or interpreted narrowly and could
put our patent applications at risk of not issuing. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is
a risk that some of our confidential information could be compromised by disclosure during litigation. In addition, any future patent litigation, interference or other
administrative proceedings will result in additional expense and distraction of our personnel. Most of our competitors are larger than we are and have substantially greater
resources, and they therefore are likely to be able to sustain the costs of complex patent litigation longer than we could. An adverse outcome in such litigation or proceedings
may expose us to loss of our proprietary position.
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We may not be able to protect our intellectual property rights throughout the world, including the PRC, which could materially, negatively affect our business.
Filing, prosecuting and defending patents on our products or proprietary technologies in all countries throughout the world would be prohibitively expensive, and our intellectual
property rights in some countries outside the United States, including the PRC, can be less extensive than those in the United States. In addition, the laws of some foreign
countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, competitors may use our technologies in
jurisdictions where we have not obtained patent protection to develop their own products and may export otherwise infringing products to territories where we have patent
protection but enforcement is not as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may
not be effective or sufficient to prevent them from competing.
The significant majority of our intellectual property has been developed in the PRC and is owned by ACM Shanghai. Implementation and enforcement of intellectual property-
related laws in the PRC has historically been lacking due primarily to ambiguities in PRC intellectual property law. Accordingly, protection of intellectual property and
proprietary rights in the PRC may not be as effective as in the United States or other countries. As a result, third parties could illegally use the technologies and proprietary
processes that we have developed and compete with us, which could negatively affect any competitive advantage we enjoy, dilute our brand and harm our operating results.
Litigation may be necessary to enforce our intellectual property rights, and given the relative unpredictability of the PRC’s legal system and potential difficulties enforcing a
court judgment in the PRC, there is no guarantee litigation would result in an outcome favorable to us.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries,
particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us to stop the
infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions
could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly
and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages
or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate
to obtain a significant commercial advantage from the intellectual property that we develop or license and may adversely affect our business.
If we are sued for infringing intellectual property rights of third parties, it will be costly and time consuming, and an unfavorable outcome in that litigation could have a
material adverse effect on our business.
Our success depends on our ability to develop, manufacture, market and sell our products without infringing upon the proprietary rights of third parties. Numerous U.S. and
foreign-issued patents and pending patent applications owned by third parties exist in the fields in which we are developing products, some of which may contain claims that
overlap with the subject matter of our intellectual property. A third party has claimed in the past, and others may claim in the future, that our technology or products infringe their
intellectual property. In some instances third parties may initiate litigation against us in an effort to prevent us from using our technology in alleged violation of their intellectual
property rights. The risk of such a lawsuit will likely increase as our size and the number and scope of our products increase and as our geographic presence and market share
expand.
Any potential intellectual property claims or litigation commenced against us could:
•
be time consuming and expensive to defend, whether or not meritorious;
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•
•
•
•
•
•
•
force us to stop selling products or using technology that allegedly infringes the third party’s intellectual property rights;
delay shipments of our products;
require us to pay damages or settlement fees to the party claiming infringement;
require us to attempt to obtain a license to the relevant intellectual property, which may not be available on reasonable terms or at all;
force us to attempt to redesign products that contain the allegedly infringing technology, which could be expensive or which we may be unable to do;
require us to indemnify our customers, suppliers or other third parties for any loss caused by their use of our technology that allegedly infringes the third party’s
intellectual property rights; or
divert the attention of our technical and managerial resources.
Because patent applications can take many years to issue, there may be currently pending applications, unknown to us, that may later result in issued patents upon which our
products or technologies may infringe. Similarly, there may be issued patents relevant to our products of which we are not aware.
Breaches of our cybersecurity systems could degrade our ability to conduct our business operations and deliver products to our customers, result in data losses and the theft
of our intellectual property, damage our reputation, and require us to incur significant additional costs to maintain the security of our networks and data.
We increasingly depend upon our information technology systems to conduct our business operations, ranging from our internal operations and product development and
manufacturing activities to our marketing and sales efforts and communications with our customers and business partners. Computer programmers may attempt to penetrate our
network security, or that of our website, and misappropriate our proprietary information or cause interruptions of our service. Because the techniques used by such computer
programmers to access or sabotage networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques. We
have also outsourced a number of our business functions to third-party contractors, including our manufacturers, and our business operations also depend, in part, on the success
of our contractors’ own cybersecurity measures. Additionally, we face potential heightened cybersecurity risks during the COVID-19 pandemic as our level of dependence on
our IT networks and related systems increases, stemming from employees working remotely, and the number of malware campaigns and phishing attacks preying on the
uncertainties surrounding the COVID‑19 pandemic increases. These heightened cybersecurity risks may increase our vulnerability to cyber-attacks and cause disruptions to our
internal control procedures. Accordingly, if our cybersecurity systems and those of our contractors fail to protect against unauthorized access, sophisticated cyberattacks and the
mishandling of data by our employees and contractors, our ability to conduct our business effectively could be damaged in a number of ways, including sensitive data regarding
our employees or business, including intellectual property and other proprietary data, could be stolen. Should this occur, we could be subject to significant claims for liability
from our customers and regulatory actions from governmental agencies. In addition, our ability to protect our intellectual property rights could be compromised and our
reputation and competitive position could be significantly harmed. Consequently, our financial performance and results of operations could be adversely affected.
Risks Related to the COVID‑19 Pandemic
The outbreak of COVID‑19, the coronavirus, continues both in the United States and globally, and related government and private sector responsive actions are adversely
affecting our business operations.
We have set forth below key risks from the COVID‑19 pandemic that we have identified or experienced to date. The situation continues to evolve, however, and it is impossible to
predict the effect and ongoing impact of the COVID‑19 pandemic on our business operations and results. While the quarantine, social distancing and other regulatory measures
instituted or recommended in response to COVID‑19 were expected to be temporary, such measures have remained in effect, and have changed, over the last year, and the
duration of the business disruptions, and related financial impact, cannot be estimated at this time. The COVID‑19 pandemic could ultimately reduce demand for our products
and our customers’ chips and have a material adverse impact on our business, operating results and financial condition.
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Substantially all of our operations, as well as significant operations of a number of our key customers, are located in areas of the PRC impacted by the COVID‑19
pandemic, and our operations have been, and may continue to be, adversely affected by the effects of PRC restrictions imposed as the result of COVID‑19.
We conduct substantially all of our product development, manufacturing, support and services in the PRC, and those activities have been directly impacted by COVID-19 and
related restrictions on transportation and public appearances. In March 2022 several regions in China began to experience elevated levels of COVID-19 infections, and the PRC
government instituted policies to restrict the spread of the virus, which are referred to as zero-COVID policies. The policies began with an increase of “spot quarantines,” under
which a positive polymerase chain reaction, or PCR, or other tests would result in the quarantining of individual buildings, groups of buildings, or even full neighborhoods. The
policies were later expanded to full-city restrictions, including in the City of Shanghai, where substantially all of our operations are located. COVID-19 related restrictions in
Shanghai began to limit employee access to, and logistics activities of, our offices and production facilities in the Pudong district of Shanghai during in the first quarter of 2022,
and therefore limited our ability to ship finished products to customers and to produce new products. Spot quarantines in mid-March 2022 began to impact a number of our
employees and led to a closure of our administrative and R&D offices in Zhangjiang in the Pudong district. A subsequent restriction that encompassed the entire Pudong region
of Shanghai was imposed in late March 2022 and impacted the operation of our Chuansha production facility.
In addition, in December 2022, the PRC government relaxed its zero-COVID policies, which resulted in large scale COVID-19 infections throughout China, including Shanghai.
A significant number of ACM Shanghai employees were also infected, and in many cases missed work for one or several weeks, which caused administrative and operational
challenges in late 2022 and early 2023. We cannot assure you that illnesses of ACM Shanghai employees, or of its customers, suppliers or other third parties, may not result in
closures, reductions of PRC operations or production, or additional administrative inefficiencies in the upcoming months or quarters.
As the result of COVID-19 related restrictions in Shanghai, ACM Research’s indirect subsidiary ACM Shengwei may be unable to achieve certain performance milestones
required by its Grant Contract for State-owned Construction Land Use Right in Shanghai City, and our liquidity, financial position and business would be adversely affected
if ACM Shengwei is subject to penalties or loses its rights to the use of the granted land and any partially completed facilities on the land.
In 2020 ACM Shanghai, through its wholly-owned subsidiary ACM Shengwei, entered into a Grant Contract for State-owned Construction Land Use Right in Shanghai City
(Category of R&D Headquarters and Industrial Projects), or the Grant Agreement, with the China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration, or
the Grantor, in connection with ACM Shengwei’s obtaining of rights to use approximately 43,000 square meters (10.6 acres) of land in the Lingang Heavy Equipment Industrial
Zone of Lin-gang Special Area of China (Shanghai) Pilot Free Trade Zone, or the Land Use Right, for a period of fifty years, commencing on the date of delivery of the land in
July 2020, or the Delivery Date.
In connection with the Land Use Right, ACM Shengwei paid a performance deposit of RMB 12.3 million ($1.9 million) to secure its achievement of certain milestones,
consisting of: (a) the start of construction within 6 months after the Delivery Date (60% of the performance deposit); (b) the completion of construction within 30 months after
the Delivery Date (20% of the performance deposit), or Construction Completion Milestone; and (c) the start of production within 42 months after the Delivery Date (20% of the
performance deposit), or Production Start Milestone. If the achievement of the Construction Completion Milestone or the Production Start Milestone is delayed or abandoned,
ACM Shengwei may be subject to penalties and may lose its rights to both the use of the granted land and any partially completed facilities on that land.
As a result of COVID-19 related restrictions, ACM Shengwei has experienced delays and did not meet the Construction Completion Milestone. In December 2022, prior to the
Construction Completion Milestone, ACM Shengwei successfully filed and received a six-month extension with respect to both the Construction Completion Milestone and the
Production Start Milestone, which extended such milestones to July 9, 2023 and July 9, 2024, respectively. ACM Shengwei expects to receive a new grant agreement, Version
3.0, by the end of March 2023. There is no guarantee that ACM Shengwei will be able to meet the agreed to timeline, in which the portion of the performance deposit related to
achieving the Construction Completion Milestone or the performance deposit related to achieving the Production Start Milestone may be subject to forfeiture. Additionally, if
achievement of the Construction Completion Milestone is delayed for more than one year, the Grantor is entitled to terminate the Grant Agreement and take back the Land Use
Right, in exchange for a refund of the grant fees for the remaining land use term after deducting the deposit agreed under the Grant Agreement and refund the deposit related to
the Production Start Milestone. We cannot guarantee that the refund of the fees will reflect fair market value of the Land Use Right or that they would cover the expended costs
of ACM Shengwei with respect to the Grant Agreement and the Land Use Right. Moreover, loss of the deposit, or more significantly, the Land Use Right could significantly
negatively impact our liquidity, financial position and business.
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The COVID‑19 pandemic could negatively impact our currently planned projects and investments in the PRC.
Our strategy includes a number of plans to support the growth of our core business. In November 2021 we completed the STAR Listing and STAR IPO with respect to shares of
ACM Shanghai, in May 2020 ACM Shanghai, through its wholly owned subsidiary ACM Shengwei, entered into an agreement for a land use right in the Lingang region of
Shanghai, and in July 2020 ACM Shengwei began a multi-year construction project for a new 1,000,000 square foot development and production center that will incorporate
state-of-the-art manufacturing systems and automation technologies, and will provide floor space to support significantly increase production capacity and related research and
development activities. The extent to which COVID-19 impacts these projects will depend on future developments that are highly uncertain and cannot be predicted. If the
disruptions posed by COVID‑19 and related government measures, or other matters of global concern, continue for an extensive period of time, our ability to consummate one or
both of these planned projects could be materially adversely affected.
In September 2019 ACM Shanghai entered into a partnership agreement for the purposes of engaging in equity venture capital investments in strategic emerging and high-tech
industries with a focus on the semiconductor industry. We cannot predict the ongoing effect that the COVID‑19 pandemic in the PRC will have on companies that would
otherwise be desirable investments for the partnership, and the outbreak or related governmental actions could significantly impair the ability of the partnership to identify
desirable investments or our ability to realize the anticipated benefits of the partnership.
Risks Related to Ownership of Class A Common Stock
Our management identified material weaknesses in our internal control over financial reporting that, if not properly remediated, could result in material misstatements in
our consolidated financial statements that could cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of
our stock.
Effective internal control over financial reporting is necessary for us to provide accurate financial information. The Sarbanes-Oxley Act requires us to, among other things,
evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year and to include a management report assessing the effectiveness of our
internal control over financial reporting in our Annual Reports on Form 10-K. As further discussed in “Item 9A. Controls and Procedures” of Part II of this report, our internal
controls over financial reporting were not effective as of December 31, 2022 due to the existence of two material weaknesses in such controls.
In connection with the audit of our consolidated financial statements as of, and for the year ended, December 31, 2022, we identified two material weaknesses in our internal
control over financial reporting related to:
(i) the fact that we did not design and maintain effective risk assessment procedures, and monitoring activities, including insufficient identification and assessment of risks
impacting the design, implementation, and operating effectiveness of internal control over financial reporting, and insufficient evaluation and determination as to whether the
components of internal control were present and functioning, and
(ii) the fact that we did not design and maintain effective information technology controls related to (a) user access controls to ensure appropriate segregation of duties and
adequately restrict user and privileged access to financial applications, programs, and data to appropriate personnel, (b) computer operations controls to ensure that critical
information is monitored, and data backups are authorized and monitored, (c) appropriate controls to evaluate automated controls, and (d) appropriate controls to validate the
completeness and accuracy of key reports used within controls across substantially all financial statement areas. As of December 31, 2022, we determined that the above
mentioned material weaknesses had not been remediated.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The process of designing and implementing effective internal
controls and procedures and remediating the material weaknesses will be a continual effort that may require us to expend significant resources to establish and maintain a system
of controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we take will be sufficient to remediate the material
weaknesses or that we will implement and maintain adequate controls over our financial processes and reporting in the future in order to avoid additional material weaknesses or
control or significant deficiencies in our internal control over financing reporting. If our remediation efforts are not successful or other material weaknesses or control or
significant deficiencies occur in the future, we may be unable to report our financial results accurately or on a timely basis, which could cause our reported financial results to be
materially misstated and result in the loss of investor confidence and cause the trading price of Class A common stock to decline. Moreover, ineffective controls could
significantly hinder our ability to prevent fraud. For further information, see “Item 9A. Controls and Procedures” of Part II of this report.
The market price of Class A common stock has been and may continue to be volatile, which could result in substantial losses for investors purchasing our shares.
•
•
•
•
The market price of Class A common stock has been, and could continue to be, subject to significant fluctuations. The market price of Class A common stock may fluctuate
significantly in response to numerous factors, many of which are beyond our control, including:
actual or anticipated fluctuations in our revenue and other operating results;
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to
meet these estimates or the expectations of investors;
changes in projections for the chips or chip equipment industries or in the operating performance or expectations and stock market valuations of chip companies, chip
equipment companies or technology companies in general;
changes in operating results;
any changes in the financial projections we may provide to the public, our failure to meet these projections, or changes in recommendations by any securities analysts
that elect to follow Class A common stock;
additional shares of Class A common stock being sold into the market by us or our existing stockholders or the anticipation of such sales;
price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
lawsuits threatened or filed against us;
litigation and other developments relating to our patents or other proprietary rights or those of our competitors;
•
•
•
•
•
•
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•
•
developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and
general economic trends, including changes in the demand for electronics or information technology or geopolitical events such as war or acts of terrorism, or any
responses to such events.
In recent years, the stock market in general, and Nasdaq in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate
to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations. Further, following periods of volatility in the overall
market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. Similar litigation may be
instituted against us in the future, which could result in substantial costs and a diversion of our management’s attention and resources.
Few if any companies with stock publicly traded in the United States have effected a STAR Market listing of stock of a PRC-based subsidiary, and it is therefore difficult to
predict the effect of the STAR Listing and STAR IPO on the Class A common stock.
The China Securities Regulatory Commission initially launched the STAR Market in June 2019 and trading on the Market began in July 2019. In November 2021 ACM
Shanghai completed the STAR Listing and the STAR IPO. We believe we are one of the first publicly traded U.S. companies to complete an initial public offering of shares of a
PRC subsidiary on the STAR Market. As a result, no assurance can be given regarding the effect of the STAR Listing and the STAR IPO on the market price of the Class A
common stock. The market price of Class A common stock may be volatile or may decline, for reasons other than the risk and uncertainties described above, as the result of
investor negativity or uncertainty with respect to the impact of the STAR Listing and STAR IPO.
ACM Research stockholders were not entitled to purchase ACM Shanghai shares in the pre-STAR Listing placement, and they may have limited opportunities to purchase ACM
Shanghai shares now that the STAR Listing and the STAR IPO have been completed. Investors may elect to invest in our business and operations by purchasing ACM Shanghai
shares on the STAR Market rather than purchasing ACM Research Class A common stock, and that reduction in demand could lead to a decrease in the market price for the
Class A common stock.
If securities or industry analysts do not publish research or reports about us, our business or our market, or if they publish negative evaluations of Class A common stock or
the stock of other companies in our industry, the price of our stock and trading volume could decline.
The trading market for Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If one or more
of the analysts who cover us downgrade the Class A common stock or publish inaccurate or unfavorable research about our business, the Class A common stock price would
likely decline. In addition, if one or more of these analysts ceases coverage of the Class A common stock or fails to publish reports about the Class A common stock on a regular
basis, we could lose visibility in the financial markets, which in turn could cause the Class A common stock price or trading volume to decline.
We have never paid and do not intend to pay cash dividends and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price
of Class A common stock.
We have never declared or paid cash dividends on our capital stock. We intend to retain any future earnings to finance the operation and expansion of our business, and we do not
expect to declare or pay any dividends in the foreseeable future. Accordingly, you may only receive a return on your investment in Class A common stock if the market price of
Class A common stock increases.
Our ability to pay dividends on Class A common stock depends significantly on our receiving distributions of funds from our subsidiaries in the PRC. PRC statutory laws and
regulations permit payments of dividends by those subsidiaries only out of their retained earnings, which are determined in accordance with PRC accounting standards and
regulations that differ from U.S. generally accepted accounting principles. The PRC regulations and our subsidiaries’ articles of association require annual appropriations of 10%
of net after-tax profits to be set aside, prior to payment of dividends, as a reserve or surplus fund, which restricts our subsidiaries’ ability to transfer a portion of their net assets to
us. In addition, our subsidiaries’ short-term bank loans restrict their ability to pay dividends to us.
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The dual class structure of Class A common stock has the effect of concentrating voting control with our executive officers and directors, including our Chief Executive
Officer and President, which will limit or preclude your ability to influence corporate matters.
Class B common stock has twenty votes per share and Class A common stock has one vote per share. As of February 22, 2023, stockholders who hold shares of Class B common
stock, who consist principally of our executive officers, employees, directors and their respective affiliates, collectively held 64% of the voting power of our outstanding capital
stock. Because of the twenty-to-one voting ratio between Class B and Class A common stock, holders of Class B common stock collectively will continue to control a majority
of the combined voting power of Class A common stock and therefore be able to control all matters submitted to our stockholders for approval so long as the shares of Class B
common stock represent at least 4.8% of all outstanding shares of Class A and Class B common stock. This concentrated control will limit or preclude your ability to influence
corporate matters for the foreseeable future. This concentrated control could also discourage a potential investor from acquiring Class A common stock due to the limited voting
power of such stock relative to the Class B common stock and might harm the market price of Class A common stock.
Because of the market capitalization achieved by Class A common stock during October 2020, our charter no longer contemplates circumstances in which all of the shares of
Class B common stock will mandatorily convert into Class A common stock. Instead, all of the Class B common stock generally will convert into Class A common stock only
upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, and specific shares of Class B common stock will convert into Class A
common stock upon future transfers by the holders of those shares. The potential conversion of Class B common stock to Class A common stock will have the effect, over time,
of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.
Delaware law and provisions in our charter and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of Class A common
stock.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by
prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a
change of control would be beneficial to our existing stockholders. Our charter and bylaws contain provisions that may make the acquisition of our company more difficult,
including the following:
•
•
•
•
•
•
•
•
•
•
•
our dual class common stock structure provides holders of Class B common stock with the ability to control the outcome of matters requiring stockholder approval,
even if they own significantly less than a majority of the total number of outstanding shares of Class A and Class B common stock;
when the outstanding shares of Class B common stock represent less than a majority of the combined voting power of common stock;
amendments to our charter or bylaws will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock;
vacancies on the board of directors will be able to be filled only by the board and not by stockholders;
the board, which currently is not staggered, will be automatically separated into three classes with staggered three-year terms;
directors will only be able to be removed from office for cause; and
our stockholders will only be able to take action at a meeting and not by written consent;
only our chair, our chief executive officer or a majority of our directors is authorized to call a special meeting of stockholders;
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;
our charter authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without stockholder approval; and
cumulative voting in the election of directors is prohibited.
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As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which limits the ability of
stockholders holding more than 15% of our outstanding voting stock from engaging in certain business combinations with us. Any provision of our charter or bylaws or
Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of Class A
common stock, and could also affect the price that some investors are willing to pay for Class A common stock.
Our charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which
could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.
Our charter provides that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for:
•
•
•
•
any derivative action or proceeding brought on our behalf;
any action asserting a claim of breach of a fiduciary duty owed to us, our stockholders, creditors or other constituents by any of our directors, officers, other employees,
agents or stockholders;
any action asserting a claim arising under the Delaware General Corporation Law, our charter or bylaws, or as to which the Delaware General Corporation Law confers
jurisdiction on the Court of Chancery of the State of Delaware; or
any action asserting a claim that is governed by the internal affairs doctrine.
By becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our charter related to choice of forum. The choice of
forum provision in our charter may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or any of our directors, officers, other employees,
agents or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our charter to
be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results
of operations and financial condition.
We incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies which could adversely affect
our business, operating results and financial condition.
As a public company, we will continue to incur significant legal, accounting and other expenses. We are subject to the reporting requirements of the Securities and Exchange
Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations of Nasdaq. These requirements have increased and
will continue to increase our legal, accounting and financial compliance costs and have made and will continue to make some activities more time consuming and costly. For
example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to
accept reduced policy limits and coverage or incur substantially higher costs to maintain the same or similar coverage. As a result, it may be more difficult for us to attract and
retain qualified individuals to serve as our executive officers or on the board of directors, particularly to serve on the audit and compensation committees.
The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our
disclosure controls and procedures quarterly. In particular, Section 404 of the Sarbanes-Oxley Act, or Section 404, requires our management to perform system and process
evaluation and testing to allow it to report on the effectiveness of our internal control over financial reporting.
Investor perceptions of our company may suffer if deficiencies are found, which could cause a decline in the market price of our stock. Irrespective of compliance with Section
404, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to
implement these requirements effectively or efficiently, it could harm our operations, financial reporting, or financial results and could result in an adverse opinion on our
internal controls from our independent registered public accounting firm. See “—Our management identified material weaknesses in our internal control over financial reporting
that, if not properly remediated, could result in material misstatements in our consolidated financial statements that could cause investors to lose confidence in our reported
financial information and have a negative effect on the trading price of our stock.”
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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and
financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to
their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in
continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We invest resources to comply
with evolving laws, regulations and standards, and this investment may result in increased general and administrative expense and a diversion of management’s time and
attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by
regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
Short sellers of our stock may be manipulative and may drive down the market price of our Class A common stock.
Short selling is the practice of selling securities that a seller does not own but rather has borrowed, or intends to borrow, from a third party with the intention of buying identical
securities at a later date to return to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the
purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the stock
to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business prospects and similar matters
calculated to or which may create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the securities short. The use of the
Internet, social media, and blogging have allowed short sellers to publicly attack a company’s credibility, strategy and veracity by means of so-called “research reports” that
mimic the type of investment analysis performed by legitimate securities research analysts. Issuers with limited trading volumes or substantial retail stockholder bases can be
particularly susceptible to higher volatility levels, and can be particularly vulnerable to such short attacks.
Short seller publications are not regulated by any governmental or self-regulatory organization or any other official authority in the United States and are not subject to the
certification requirements imposed by the SEC in Regulation Analyst Certification. Accordingly, the opinions they express may be based on distortions of actual facts or, in some
cases, outright fabrications. In light of the limited risks involved in publishing such information, and the significant profits that can be made from running successful short
attacks, short sellers will likely continue to issue such reports. Short-seller publications may create the appearance or perception of wrongdoing, even when they are not
substantiated, and may therefore affect the reputation or perception of our company and management.
While we intend to strongly defend our public filings against any such short seller attacks, in many situations we could be constrained, for example, by principles of freedom of
speech, applicable state law or issues of commercial confidentiality, in the manner in which we are able to proceed against the relevant short seller.
Such short-seller attacks have caused, and may cause in the future, temporary or possibly long term, declines in the market price of Class A common stock and possible litigation
initiated against us.
General
Our production facilities could be damaged or disrupted by a natural disaster, war, terrorist attacks or other catastrophic events.
Our manufacturing facilities are subject to risks associated with natural disasters, such as earthquakes, fires, floods tsunami, typhoons and volcanic activity, environmental
disasters, health epidemics, and other events beyond our control such as power loss, telecommunications failures, and uncertainties arising out of armed conflicts or terrorist
attacks. The frequency and intensity of severe weather events are reportedly increasing throughout the world as part of broader climate changes. Global weather pattern changes
may pose long-term risks of physical impacts to our business. A substantial majority of our facilities as well as our research and development personnel are located in the PRC.
Any catastrophic loss or significant damage to any of our facilities would likely disrupt our operations, delay production, and adversely affect our product development
schedules, shipments and revenue. In addition, any such catastrophic loss or significant damage could result in significant expense to repair or replace the facility and could
significantly curtail our research and development efforts in a particular product area or primary market, which could have a material adverse effect on our operations and
operating results.
Item 1B.
Unresolved Staff Comments
None.
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Item 2.
Properties
We have occupied our current corporate headquarters in Fremont, California, since February 2008, under a lease that, after an amendment in February 2021, now extends
through March 31, 2023.
We conduct research and development, and service support operations at ACM Shanghai’s headquarters located in the Zhangjiang Hi Tech Park in Shanghai. We have leased this
facility since 2007 and our lease currently extends until December 31, 2024.
In January 2018, ACM Shanghai entered into an operating lease for a second manufacturing space located in Shanghai, ten miles from its headquarters. The lease covers a total
of 103,318 square feet, of which 100,000 square feet are allocated for production. Our lease currently extends until January 15, 2028.
In February 2021, ACM Shanghai entered into an operating lease for a second building located adjacent to the above-mentioned second manufacturing space to provide
additional manufacturing space. The lease covers approximately 106,076 square feet of which 100,000 square feet are allocated for production. Our lease currently extends until
July 15, 2024. In July 2022, ACM Shanghai entered into an operating lease for a third building to provide additional manufacturing and warehousing space.
In addition, we provide sales support and customer service operations from leased office space in Jiangyin and Wuxi in the PRC and Icheon in South Korea.
In May 2020 ACM Shanghai, through its wholly owned subsidiary ACM Shengwei, entered into an agreement for a 50-year land use right in the Lingang region of Shanghai. In
July 2020 ACM Shengwei began a multi-year construction project for a new development and production center, with the objective of commencing production at the new
facility in 2023. The planned 1,000,000 square foot facility will incorporate state-of-the-art manufacturing systems and automation technologies and will provide the floor space
to support significantly more production capacity and related research and development activities when fully staffed and supplied.
In connection with the Lingang facility project, on October 28, 2020, a wholly owned subsidiary of ACM Shengwei entered into Shanghai Public Rental Housing Overall Pre-
Sale Contracts with Shanghai Lingang Industrial Zone Public Rental Housing Construction and Operation Management Co., Ltd. for an aggregate price to us of approximately
$40 million. ACM Shengwei’s subsidiary received ownership of the apartment units and corresponding land use rights in January 2022 as part of a pilot project of public rental
housing in the “rent before sale” park in the Lingang Industrial Zone. The contracts stipulate that, for a ten-year term, ACM Shengwei’s subsidiary is obligated to manage the
apartment units for public rental use in accordance with public rental housing standards and must rent the apartment units to employees of ACM Shanghai and its subsidiaries
who work in the Lingang Industrial Zone. After that ten-year period expires, ACM Shengwei’s subsidiary may use the apartment units as stock of commercial housing and may
sell them separately in sets.
On December 15, 2022, ACM Shanghai entered into an agreement with Shanghai Zhangtou Guoju Cultural Development Company, LTD., the seller, and Shanghai United
Assets and Equity Exchange Co., LTD., to purchase facilities in the ZhangJiang free trade zone, part of the Pudong district of Shanghai, for an aggregate price of 356.0 million
RMB million ($51.1 million). Subsequent to additional tax payments and other obligations totaling RMB 90.8 million ($13.0 million), ACM Shanghai expects to receive
ownership of the facilities in 2023. This facility will serve as the corporate headquarters for ACM Shanghai, consisting of four buildings for administrative and R&D office use.
Item 3.
Legal Proceedings
From time to time we may become involved in other legal proceedings or may be subject to claims arising in the ordinary course of our business. Although the results of these
proceedings and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on
our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs,
diversion of management resources and other factors. As of December 31, 2022, the Company had no outstanding legal proceedings.
Item 4.
Mine Safety Disclosures
Not applicable.
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PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Information Regarding the Trading of Common Stock
The Class A common stock has traded on NASDAQ Global Market under the symbol “ACMR” since November 3, 2017. The Class B common stock is not listed or traded on
any stock exchange.
Holders of Common Stock
As of February 22, 2023, there were 54,681,261 shares of Class A common stock outstanding held of record by 46 stockholders. The actual number of holders of Class A
common stock is substantially greater and includes stockholders who are beneficial owners and whose shares are held of record by banks, brokers, and other financial
institutions.
As of February 22, 2023, there were 5,021,811 shares of Class B common stock held of record by 16 stockholders.
We have never declared or paid cash dividends on our capital stock. We intend to retain all available funds and any future earnings to support the operation of and to finance the
growth and development of our business and do not anticipate paying any cash dividends in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this item will be set forth in the definitive proxy statement we will file in connection with our 2023 Annual Meeting of Stockholders and is
incorporated by reference herein.
Sales of Unregistered Securities
During the three months ended December 31, 2022, ACM Research issued, pursuant to the exercise of stock options at a per share exercise price of $0.50 per share, an aggregate
of 179,514 shares of Class A common stock that were not registered under the Securities Act of 1933. We believe the offer and sale of those shares were exempt from
registration under the Securities Act of 1933 by virtue of Section 4(a)(2) thereof (or Regulation D promulgated thereunder) because they did not involve a public offering. The
recipients of the shares acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were
recorded with respect to the shares. The recipients of the shares were accredited investors under Rule 501 of Regulation D.
Sale Date
Exercised
Shares (Net)
October 25, 2022
November 3, 2022
November 14, 2022
November 22, 2022
December 2, 2022
December 12, 2022
50,387
25,481
35,530
35,327
26,189
6,600
179,514
Total
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Performance Graph
The following graph compares the total return of an investment of $100 in cash at the closing price of November 3, 2017, which is the date our common stock first began trading
on Nasdaq, through December 31, 2022 for (1) our common stock, (2) the Russell 1000 index, and (3) the Nasdaq Composite Index. All values assume reinvestment of all
dividends. Stockholder returns over the indicated period are based on historical data and are not necessarily indicative of future stockholder returns.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among ACM Research, Inc., the Nasdaq Index, and the Russell 1000 Index
Base
Period
11/3/17
12/29/17
Years Ending
12/31/18
12/31/19
12/31/20
12/31/21
12/31/22
100
100
100
$
$
$
87
103
102
$
$
$
180
97
98
$
$
$
305 $
124 $
133 $
1,343 $
148 $
191 $
1,409 $
157 $
231 $
382
123
155
Company Name/Index
ACM Research, Inc.
Russell 1000 Index
Nasdaq Composite Index
$
$
$
Item 6.
[Reserved]
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Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the audited consolidated financial statements and related notes included in this report. In addition to
historical information, the following discussion contains forward-looking statements that involves risks, uncertainties and assumptions. See “Forward-Looking Statements and
Statistical Data” at page 3 of this report. Please read “Item 1A. Risk Factors” for a discussion of factors that could cause our actual results to differ materially from our
expectations
Overview
ACM Research was incorporated in California in 1998 and redomesticated in Delaware in 2016. We perform strategic planning, marketing, and financial activities at our global
corporate headquarters in Fremont, California. ACM Research is neither a PRC operating company nor do we conduct our operations in the PRC through the use of VIEs.
We supply advanced, innovative capital equipment developed for the global semiconductor industry. Fabricators of advanced integrated circuits, or chips, can use our wet-
cleaning and other front-end processing tools in numerous steps to improve product yield, even at increasingly advanced process nodes. We have designed these tools for use in
fabricating foundry, logic and memory chips, including DRAM 3D NAND-flash memory chips, and compound semiconductor chips. We also develop, manufacture and sell a
range of advanced packaging tools to wafer assembly and packaging customers.
We are focused on building a strategic portfolio of intellectual property to support and protect our key innovations. Our tools have been developed using our key proprietary
technologies:
●
SAPS technology for flat and patterned wafer surfaces, which employs alternating phases of megasonic waves to deliver megasonic energy in a highly uniform manner on
a microscopic level;
TEBO technology for patterned wafer surfaces at advanced process nodes, which provides effective, damage-free cleaning for 2D and 3D patterned wafers with fine
feature sizes;
Tahoe technology for cost and environmental savings, which delivers high cleaning performance using significantly less sulfuric acid and hydrogen peroxide than is
typically consumed by conventional high-temperature single-wafer cleaning tools; and
ECP technology for advanced metal plating, which includes Ultra ECP ap, or Advanced Packaging, technology for back-end assembly processes, Ultra ECP 3d for
through-silicon-via, or tsv, and Ultra ECP map, or Multi-Anode Partial Plating, technology for front-end wafer fabrication processes.
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In 2020, 2021 and 2022 we introduced and delivered a range of new tools intended to broaden our revenue opportunity with global semiconductor manufacturers. Product
extensions include the Ultra SFP ap tool for advanced packaging solutions, the Ultra C VI 18-chamber single wafer cleaning tool for advanced memory devices, and the Ultra
ECP 3d platform for through-silicon-via, or tsv, application. New product lines include the Ultra fn Furnace, our first dry processing tool, and a suite of semi-critical cleaning
systems which include single wafer back side cleaning, scrubber, and auto bench cleaning tools.
We added two major new product categories in 2022 with the launch of the Ultra Pmax™ PECVD tool, which is equipped with a proprietary designed chamber, gas distribution
unit and chuck, and is intended to provide better film uniformity, reduced film stress, and improved particle performance, and the introduction of the Ultra Track tool, a 300mm
process tool that delivers uniform air downflow, fast robot handling and customizable software to address specific customer requirements, and has multiple features that enhance
performance across defectivity, throughput, and cost of ownership.
We conduct a substantial majority of our product development, manufacturing, support and services in the PRC, with additional product development and subsystem production
in South Korea. Substantially all of our integrated tools are built to order at our manufacturing facilities in the Pudong region of Shanghai, which now encompass a total of
236,000 square feet of floor space for production capacity, with 100,000 square feet having been added in 2021 with the lease of a second building in the Pudong region of
Shanghai. In May 2020 ACM Shanghai, through its wholly owned subsidiary ACM Shengwei, entered into an agreement for a land use right in the Lingang region of Shanghai.
In 2020 ACM Shengwei began a multi-year construction project for a new 1,000,000 square foot development and production center that will incorporate state-of-the-art
manufacturing systems and automation technologies and will provide floor space to support significantly increased production capacity and related R&D activities. We expect to
complete construction of the first Lingang manufacturing building and commence initial production in the second half of 2023 timeframe. See “Item 2. Properties” of Part I of
this report.
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Our experience has shown that chip manufacturers in the PRC and throughout Asia demand equipment meeting their specific technical requirements and prefer building
relationships with local suppliers. We will continue to seek to leverage our local presence to address the growing market for semiconductor manufacturing equipment in the
region by working closely with regional chip manufacturers to understand their specific requirements, encourage them to adopt our SAPS, TEBO, Tahoe, ECP, furnace, PECVD,
Track, and other technologies, and enable us to design innovative products and solutions to address their needs.
Our Independent Registered Public Accounting Firm
The HFCA Act requires that the PCAOB determine whether it is unable to inspect or investigate completely registered public accounting firms located in a non-U.S. jurisdiction
because of a position taken by one or more authorities in any non-U.S. jurisdiction. BDO China had been our independent registered public accounting firm in recent years,
including for the year ended December 31, 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was enacted
on December 29, 2022 under the Consolidated Appropriations Act, 2023, as further described below. On December 16, 2021, the PCAOB reported its determination that it was
unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong, including BDO China, because of positions taken by
PRC authorities in those jurisdictions. On March 30, 2022, based on this determination, ACM Research was transferred to the SEC’s “Conclusive list of issuers identified under
the HFCA.” See “Item 1A. Risk Factors—Risks Related to International Aspects of Our Business—We could be adversely affected if we are unable to comply with recent and
proposed legislation and regulations regarding improved access to audit and other information and audit inspections of accounting firms operating in the PRC” of this report for
more information. Under current regulations, if ACM Research were to be included on this list for two consecutive years due to our independent auditor being located in a
jurisdiction that does not allow for PCAOB inspections, the SEC would prohibit trading in our securities and this ultimately could cause our securities to be delisted in the U.S.,
and their value may significantly decline or become worthless.
On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in
the PRC and Hong Kong in 2022 and vacated its previous December 16, 2021 determination to the contrary. However, whether the PCAOB will continue to be able to
satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in the PRC and Hong Kong is subject to uncertainty and depends on a number of
factors out of our, and our auditor’s, control. PRC authorities will need to ensure that the PCAOB continues to have full access for inspections and investigations in 2023 and
beyond. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in the PRC and Hong Kong, among other jurisdictions. If the PRC
authorities do not allow the PCAOB complete access for inspections and investigations for two consecutive years, the SEC would prohibit trading in the securities of issuers
engaging those audit firms, as required under the HFCA Act. Further, on December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law by U.S. President
Biden, which, among other things, amended the HFCA Act to reduce the number of consecutive non-inspection years that would trigger the trading prohibition under the HFCA
Act from three years to two years (originally such threshold under the HFCA Act was three consecutive years), and so that any foreign jurisdiction could be the reason why the
PCAOB does not have complete access to inspect or investigate a company’s public accounting firm (originally the HFCA Act only applied if the PCAOB’s ability to inspect or
investigate was due to a position taken by an authority in the jurisdiction where the relevant public accounting firm was located).
In addition, on June 30, 2022, stockholders of ACM Research ratified the appointment of Armanino LLP as our independent auditor for the year ended December 31, 2022.
Armanino LLP is neither headquartered in the PRC or Hong Kong nor was it subject to the determinations announced by the PCAOB on December 16, 2021, which
determinations were vacated by the PCAOB on December 15, 2022, and, subsequent to the filing of this report, we do not believe ACM Research will appear on the
“Conclusive list of issuers identified under the HFCAA” for a second time.
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STAR Listing and IPO
On November 18, 2021, ACM’s operating subsidiary ACM Shanghai completed:
•
•
a listing, which we refer to as the STAR Listing, of shares of ACM Shanghai on the Shanghai Stock Exchange’s Sci-Tech innovAtion boaRd, known as the STAR Market;
and
a concurrent initial public offering, which we refer to as the STAR IPO, of ACM Shanghai shares in the PRC, at a pre-offering valuation of not less than RMB 5.15 billion
($747.1 million).
Following the completion of the STAR IPO, ACM Shanghai’s shares began trading on the STAR Market under the stock code 688082. In the STAR IPO, ACM Shanghai issued
43,355,753 shares, representing ten percent of the total 433,557,100 shares outstanding after the STAR IPO. The shares were issued at a public offering price of RMB 85.00 per
share, and the proceeds of the STAR IPO totaled approximately $545.5 million, net of fees and expenses. Upon completion of the STAR IPO, ACM owned approximately 82.5%
of the outstanding ACM Shanghai shares. The net proceeds of the STAR IPO are expected to be used to fund:
•
•
•
the land lease for, and construction of, ACM Shanghai’s proposed development and production center in the Lingang region of Shanghai;
product development to upgrade and expand our process equipment targeted at more advanced process nodes, including technical improvement and development of
TEBO megasonic cleaning equipment, Tahoe single wafer wet bench combined cleaning equipment, front-end brush scrubbing equipment, auto bench and backside
cleaning equipment, electroplating equipment, stress free polish equipment, vertical furnace equipment, and additional new products to expand our product portfolio; and
working capital.
We believe the STAR Listing will help us scale our business in mainland PRC, as we continue to seek to broaden our markets in Europe, Japan, South Korea, Taiwan and the
United States. Our global headquarters will continue to be located in Fremont, California, and we are committed to maintaining the listing of Class A common stock on the
Nasdaq Global Market.
Restrictions Imposed by the U.S. Department of Commerce on PRC-Based Semiconductor Producers
Substantially all of ACM Shanghai’s customers and a significant portion of its operations are based in the PRC. In 2022, 43.8% of our revenue was derived from three
customers: The Huali Huahong Group, a leading PRC-based foundry, accounted for 18.2% of our revenue; SMIC, a leading PRC-based foundry, accounted for 15.6% of our
revenue, and YMTC, a leading PRC-based memory chip company, together with one of its subsidiaries, accounted for 10.0% of our revenue. In 2021, 48.9% of our revenue was
derived from two PRC-based customers: The Huali Huahong Group accounted for 28.1% of our revenue and YMTC accounted for 20.8% of our revenue.
In early October 2022, the U.S. government enacted new rules aimed at restricting U.S. support for the PRC’s ability to manufacture advanced semiconductors. The rules include
new export license requirements for exports, re-exports or transfers to or within the PRC of additional types of semiconductor manufacturing items, items for use in
manufacturing designated types of semiconductor manufacturing equipment in the PRC, and semiconductor manufacturing equipment for use at certain IC manufacturing and
development facilities in the PRC. In addition, the U.S. government imposed new restrictions by which U.S. persons anywhere in the world are effectively barred from engaging
in certain activities related to the development and production of semiconductors at PRC fabrication facilities meeting specified criteria, even if no items subject to the EAR are
involved.
ACM Shanghai has determined that several of its customers have PRC-based facilities that meet the restricted criteria, and has also determined that several of its products may
meet the parameters of export control classification numbers, or ECCNs, affected by the restrictions. Accordingly, depending on the details of the final implementation of these
new restrictions and associated licensing policies, ACM may not be able to import, or may face substantial restrictions in importing, parts from the United States to support tool
shipments to such facilities, or to be embedded into tools defined by affected ECCNs. ACM and ACM Shanghai have implemented modifications to their existing business
policies and practices in response to the new restrictions, including by imposing limitations on the activities of their U.S. persons and their supply chains more broadly to comply
with the new regulations.
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We believe that as a result of the new restrictions, several ACM Shanghai customers have significantly reduced production and related capital spending at facilities meeting the
restricted advanced node capabilities. In addition, ACM Shanghai has experienced challenges as the companies in its supply chain adapt their policies to the new regulations.
These factors had an adverse impact on ACM Shanghai’s shipments and sales in the three months ended December 31, 2022. We anticipate these factors will continue to have
an adverse impact on ACM Shanghai’s shipments and sales in future periods. See “Item 1A. Risk Factors—Regulatory Risks—Our ability to sell our tools to Chinese customers
has been impacted, and will likely to be materially and adversely impacted, by export license requirements, other regulatory changes, or other actions taken by the U.S. or other
governmental agencies” for more information.
COVID–19 Pandemic
The worldwide COVID-19 health pandemic and related government and private sector responsive actions have adversely affected the economies and financial markets of many
countries and specifically have negatively impacted the Company’s business operations, including in the PRC and the United States. The continuation of the COVID-19
pandemic could continue to result in economic uncertainty and global economic policies that could reduce demand for the Company’s products and its customers’ chips and have
a material adverse impact on the Company’s business, operating results and financial condition. For an explanation of some of the risks we potentially face, please read carefully
the information provided under “Item 1A. Risk Factors—Risks Related to the COVID–19 Pandemic,” of Part I of this report.
The following summary reflects our expectations and estimates based on information known to us as of the date of this filing:
•
Operations: We conduct substantially all of our product development, manufacturing, support and services in the PRC through ACM Shanghai, and those activities have
been directly impacted by COVID–19 and related restrictions on transportation and public appearances.
In March 2022, several regions in China began to experience elevated levels of COVID-19 infections, and the PRC government instituted policies to restrict the spread of
the virus, which are referred to as zero-COVID policies. The policies began with an increase of “spot quarantines,” under which a positive polymerase chain reaction
(PCR) or other test would result in the quarantining of individual buildings, groups of buildings, or even full neighborhoods. The policies were later expanded to full-city
quarantines, including in the City of Shanghai, where substantially all of ACM Shanghai’s operations are located. COVID-19 related restrictions in Shanghai began to
limit employee access to, and logistics activities of, ACM Shanghai’s offices and production facilities in the Pudong district of Shanghai in March 2022, and therefore
limited ACM Shanghai’s ability to ship finished products to customers and to produce new products. Spot quarantines in mid-March 2022 began to impact a number of
ACM Shanghai’s employees and led to a closure of ACM Shanghai’s administrative and R&D offices in Zhangjiang in the Pudong district. A subsequent quarantine of the
entire Pudong region of Shanghai was imposed in late March 2022 and impacted the operation of ACM Shanghai’s Chuansha production facility. Furthermore, a number
of our customers have substantial operations based in operations areas of the PRC, including in the City of Shanghai, subject to the full-city restrictions, which began
limiting the operations of those customers in the first quarter of 2022, including inhibiting their ability to receive, implement and operate new tools for their manufacturing
facilities. As a result, in some cases, ACM Shanghai was required to defer shipments of finished products to these customers because of operational and logistics
limitations affecting customers rather than, or in addition to, ACM Shanghai.
In late April 2022, ACM Shanghai began to resume some operations at the Chuansha manufacturing site using the “closed loop method,” in which a limited collection of
workers remains together as a group between a single hotel, the ACM Shanghai facility, and a dedicated bus transportation route, also referred to as “two points and one
line,” and had resumed substantially all of its Chuansha manufacturing site operations by the end of the second quarter of 2022.
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In mid-June 2022, substantially all of ACM Shanghai’s R&D and administrative employees at its Zhangjiang facility were allowed to return to work under strict safety
protocols after a period of restricted access to the building that for many employees was partially mitigated by being able to work from home. ACM Shanghai established
several policies to help avoid or limit future outbreaks among employees and thus protect employee safety and limit the possibility of a facility reclosing.
The effects of the PRC restrictions continued for several months, with a gradual return of PRC operations, production capacity, and global logistics as Shanghai and other
areas in the PRC began to reopen. We cannot assure you that closures or reductions of PRC operations or production, whether of ACM Shanghai or of some of its key
customers, may not be extended in the future as the result of business interruptions arising from protective measures being taken by the PRC and other governmental
agencies or of other consequences of COVID-19.
In December 2022, the PRC government relaxed its zero-COVID policies, which resulted in large scale COVID-19 infections throughout China, including Shanghai. A
significant number of ACM Shanghai employees were also infected, and in many cases missed work for one or several weeks, which caused administrative and
operational challenges in late 2022 and early 2023. We cannot assure you that illnesses of ACM Shanghai employees, or of its customers, suppliers or other third parties,
may not result in closures, reductions of PRC operations or production, or additional administrative inefficiencies in the upcoming months or quarters.
Our corporate headquarters are located in Fremont, California in the San Francisco Bay Area and are the subject of a number of state and county public health directives
and orders. These actions have not negatively impacted our business to date, however, because of the limited number of employees at our headquarters and the nature of
the work they generally perform. To date we have not experienced absenteeism of management or other key employees, other than certain of our executive officers being
delayed in traveling between the PRC, our California office, and other global locations, and a significant number of ACM Shanghai employees missing work in late 2022
and early 2023 for one or several weeks due to COVID-19 related illness following relaxation of the PRC’s zero-COVID policies in December 2022.
Customers: Our customers’, including the customers of ACM Shanghai, business operations have been, and are continuing to be, subject to business interruptions arising
from the COVID–19 pandemic. Historically substantially all of our revenue has been derived from customers located in the PRC and surrounding areas that have been
impacted by COVID–19. Three customers that accounted for 43.8% of our revenue in 2022 are based in the PRC, two customers that accounted for 48.9% of our revenue
in 2021 are based in the PRC, and three customers that accounted for 75.8% of our revenue in 2020 are based in the PRC. One of those customers, YMTC — which,
together with one of its subsidiaries, accounted for 10.0% of our 2022 revenue, 20.8% of our 2021 revenue, and 26.8% of our 2020 revenue, — is based in Wuhan. While
YMTC and other key customers continued to operate their fabrication facilities without interruption during and after the first quarter of 2020, some customers have been
forced to restrict access of service personnel and deliveries to and from their facilities. We have experienced longer and, in some cases, more costly shipping expenses in
the delivery of tools to certain customers.
Suppliers: Our global supply chain includes components sourced from the PRC, Japan, Taiwan, the United States and Europe. While, to date, we have not experienced
material issues with our supply chain beyond the logistics related to the Shanghai facilities of ACM Shanghai, supply chain constraints have intensified due to COVID-19,
contributing to global shortages in the supply of semiconductors and other materials, and in some cases the pricing of materials used in the production of our own tools.
As with our customers, we continue to be in close contact with our key suppliers to help ensure we are able to identify any potential supply issues that may arise.
Projects: Our strategy includes a number of plans to support the growth of our core business, including ACM Shanghai’s acquisition of a land use right in the Lingang
area of Shanghai where ACM Shanghai began construction of a new R&D center and factory in July 2020. The extent to which COVID–19 impacts these projects will
depend on future developments that are highly uncertain, but to date, the timing of these ongoing projects has not been delayed or significantly disrupted by COVID–19 or
related government measures.
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During the first six months of 2022, we experienced a negative impact to revenue and shipments as a result of restricted access and logistics to our Shanghai-based production
and administrative facilities. Thirteen tools amounting to $13 million in revenue and $24 million in shipments that could not be shipped to customers in the three-months ended
March 31, 2022 were subsequently shipped in the three months ended June 30, 2022. As a result of the restrictions, we experienced a modest increase to operational costs due to
increased logistics costs and inefficiencies that resulted from the restrictions, and an increase in cash used in operations due in part to an increase in accounts receivables that
resulted from a shift of shipments towards the latter part of the period.
During the year ended December 31, 2022, we experienced general inefficiencies in administrative, research and development and other activities due to some employees who
were required to quarantine ‘in place’ at their residence due presumably to the detected possible exposure to COVID-19. In many cases, the employees were able to work
remotely to mitigate the effects. With the relaxation of the PRC’s zero-COVID policies in December 2022, and the subsequent widespread infections of China’s population, we
anticipate potential impacts to our PRC operations in the foreseeable future.
Key Components of Results of Operations
Revenue
We develop, manufacture and sell innovative capital equipment to the global semiconductor industry. Since we sell tools to a small number of customers and we customize those
tools to fulfill the customers’ specific requirements, our revenue generation fluctuates, depending on the length of the sales, development and evaluation phases:
●
Sales and Development. During the sale process we may, depending on a prospective customer’s specifications and requirements, need to perform additional research,
development and testing to establish that a tool can meet the prospective customer’s requirements. We then host an in-house demonstration of the customized tool
prototype. Sales cycles for orders that require limited customization and do not require that we develop new technology usually take from 6 to 12 months, while the
product life cycle, including the initial design, demonstration and final assembly phases, for orders requiring development and testing of new technologies can take as long
as 2 to 4 years. As we expand our customer base, we expect to gain more repeat purchase orders for tools that we have already developed and tested, which will reduce the
need for a demonstration phase and shorten the development cycle.
Evaluation Periods. When a chip manufacturer proposes to purchase a particular type of tool from us for the first time, we offer the manufacturer an opportunity to
evaluate the tool for a period that can extend for 24 months or longer. In some cases, we do not receive any payment on first-time purchases until the tool is accepted. As a
result, we may spend more than $2.0 million to produce a tool without receiving payment for more than 24 months or, if the tool is not accepted, without receiving any
payment. Please see “Item 1A. Risk Factors—Risks Related to Our Business and Our Industry—We may incur significant expenses long before we can recognize revenue
from new products, if at all, due to the costs and length of research, development, manufacturing and customer evaluation process cycles.”
Purchase Orders. In accordance with industry practice, sales of our tools are made pursuant to purchase orders. Each purchase order from a customer for one of our tools
contains specific technical requirements intended to ensure, among other things, that the tool will be compatible with the customer’s manufacturing process line. Until a
purchase order is received, we do not have a binding purchase commitment. Some of our customers to date have provided us with non-binding one- to two-year forecasts
of their anticipated demands, and we expect future customers to furnish similar non-binding forecasts for planning purposes. Any of those forecasts would be subject to
change, however, by the customer at any time, without notice to us.
Fulfillment. We seek to obtain a purchase order for a tool from three to four months in advance of the expected delivery date. Depending upon the nature of a customer’s
specifications, the lead time for production of a tool generally will extend from two to four months. The lead-time can be more than six months, however, and in some
cases, we may need to begin producing a tool based on a customer’s non-binding forecast, rather than waiting to receive a binding purchase order.
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We expect our sales prices generally to range from $0.5 million to more than $5 million for our production tools. The sales price of a particular tool will vary depending upon the
required specifications. We have designed equipment models using a modular configuration that we customize to meet customers’ technical specifications. For example, our
Ultra C models for SAPS, TEBO and Tahoe solutions use common modular configurations that enable us to create a wet-cleaning tool meeting a customer’s specific
requirements, while using pre-existing designs for chamber, electrical, chemical delivery and other modules.
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Because of the relatively large purchase prices of our tools, customers generally pay in installments. For a customer’s repeat purchase of a particular type of tool, the specific
payment terms are negotiated in connection with acceptance milestones of a purchase order. Based on our experience with repeat sales of our tools, we expect that we will
receive an initial payment upon delivery of a tool in connection with a repeat purchase, with the balance being paid after the tool has been tested and accepted by the customer.
Our sales arrangements for repeat purchases do not include a general right of return.
Based on our market experience, we believe that implementation of our equipment by one of our selected leading companies will attract and encourage other manufacturers to
evaluate our equipment, because the leading company’s implementation will serve as validation of our equipment and will enable the other manufacturers to shorten their
evaluation processes. We placed our first SAPS-based tool in 2009 as a prototype. We worked closely with the customer for two years in debugging and modifying the tool, and
the customer then spent two more years of qualification and running pilot production before beginning volume manufacturing. We expect that the period from new product
introduction to high volume manufacturing will be three years or less in the future. Please see “Item 1A. Risk Factors— Risks Related to Our Business and Our Industry—We
depend on a small number of customers for a substantial portion of our revenue, and the loss of, or a significant reduction in orders from, one or more of our major customers
could have a material adverse effect on our revenue and operating results. There are also a limited number of potential customers for our products.”
Substantially all of our sales in 2022, 2021 and 2020 were to customers located in Asia, and we anticipate that a substantial majority of our revenue will continue to come from
customers located in this region for the near future. We have increased our sales efforts to penetrate the markets in North America and Western Europe.
We utilize ASC 606 which was adopted in 2018 set forth in Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606), of the
Financial Accounting Standards Board, or FASB, regarding the recognition, presentation and disclosure of revenue in our financial statements as described below under “—
Critical Accounting Estimates—Revenue Recognition.”
We offer extended maintenance service contracts to provide services such as trouble-shooting or fine-tuning tools, and installing spare parts, following expiration of applicable
initial standard assurance type warranty coverage periods, which for sales to date have extended from 12 to 36 months as described under “—Critical Accounting Estimates—
Warranty.” In 2022, 2021 and 2020, we received payments for parts and labor for service activities provided from time to time, but as of December 31, 2022 we had not yet
entered into extended maintenance service contracts with respect to the substantial majority of tools for which initial warranty coverage had expired. We expect to enter into
extended maintenance service contracts with customers as additional initial warranties expire, but we do not expect revenue from extended maintenance service contracts to
represent a material portion of our revenue in the future.
The loss or delay of multiple large sale transactions in a quarter could impact our results of operations for that quarter and any future quarters for which revenue from that
transaction is lost or delayed, as described under “Item 1A. Risk Factors—Risks Related to Our Business and Our Industry—Our quarterly operating results can be difficult to
predict and can fluctuate substantially, which could result in volatility in the price of Class A common stock.” It is difficult to predict accurately when, or even if, we can
complete a sale of a tool to a potential customer or to increase sales to any existing customer. Our tool demand forecasts are based on multiple assumptions, including non-
binding forecasts received from customers years in advance, each of which may introduce error into our estimates. Difficulties in forecasting demand for our tools make it
difficult for us to project future operating results and may lead to periodic inventory shortages or excess spending on inventory or on tools that may not be purchased, as further
described in “Item 1A. Risk Factors—Risks Related to Our Business and Our Industry—Difficulties in forecasting demand for our tools may lead to periodic inventory shortages
or excess spending on inventory items that may not be used.”
Cost of Revenue
Cost of revenue for capital equipment consists primarily of:
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direct costs, which consist principally of costs of tool components and subassemblies purchased from third-party vendors;
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compensation of personnel associated with our manufacturing operations, including stock-based compensation;
depreciation of manufacturing equipment;
amortization of costs of software used for manufacturing purposes;
other expenses attributable to our manufacturing department; and
allocated overhead for rent and utilities.
We are not party to any long-term purchasing agreements with suppliers. Please see “Item 1A. Risk Factors—Risks Related to Our Business and Our Industry—Our customers
do not enter into long-term purchase commitments, and they may decrease, cancel or delay their projected purchases at any time.”
As our customer base and tool installations continue to grow, we will need to hire additional manufacturing personnel. The rates at which we add customers and install tools will
affect the level and time of this spending. In addition, because we often import components and spare parts from the United States, we have experienced, and expect to continue
to experience, the effect of the currency fluctuations on our cost of revenue.
Gross Margin
We generally expect gross margin to range between 40% and 45% for the foreseeable future, with direct manufacturing costs approximating 50% to 55% of revenue and
overhead costs totaling approximately 5% of revenue.
We seek to maintain our gross margin by continuing to develop proprietary technologies that avoid pricing pressure for our wet cleaning equipment. We actively manage our
operations through principles of operational excellence designed to ensure continuing improvement in the efficiency and quality of our manufacturing operations by, for
example, implementing factory constraint management and change control and inventory management systems. In addition, our purchasing department actively seeks to identify
and negotiate supply contracts with improved pricing to reduce cost of revenue.
A significant portion of our raw materials are denominated in the RMB, while the majority of our purchase orders are denominated in U.S. dollars. As a result, fluctuations in
currency exchange rates may have a significant effect on our gross margin.
Operating Expenses
We have experienced, and expect to continue to experience, growth in the absolute dollar amount of our operating expenses, as we invest to support the anticipated growth of our
customer base and the continued development of proprietary technologies.
Sales and Marketing
Sales and marketing expense consists primarily of:
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compensation of personnel associated with pre- and after-sales support and other sales and marketing activities, including stock-based compensation;
sales commissions paid to independent sales representatives;
fees paid to sales consultants;
cost of trade shows;
costs of tools built for promotional purposes for current or potential new customers;
travel and entertainment; and
allocated overhead for rent and utilities.
Sales and marketing expense can be significant and may fluctuate, in part because of the resource-intensive nature of our sales efforts and the length and variability of our sales
cycle. The length of our sales cycle, from initial contact with a customer to the execution of a purchase order, is generally 6 to 24 months.
During the sales cycle, we expend significant time and money on sales and marketing activities, including educating customers about our tools, participating in extended tool
evaluations and configuring our tools to customer-specific needs. Sales and marketing expense in a given period can be particularly affected by the increase in travel and
entertainment expenses associated with the finalization of purchase orders or the installation of tools.
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Research and Development
Research and development expense relates to the development of new products and processes and encompasses our research, development and customer support activities.
Research and development expense consists primarily of:
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compensation of personnel associated with our research and development activities, including stock-based compensation;
costs of components and other research and development supplies;
costs of tools built for product development purposes;
travel expense associated with the research of technical requirements for product development purposes and testing of concepts under consideration;
amortization of costs of software used for research and development purposes; and
allocated overhead for rent and utilities.
Some of our research and development has been funded by grants from the PRC government, as described in “—PRC Government Research and Development Funding” below.
General and Administrative
General and administrative expense consists primarily of:
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compensation of executive, accounting and finance, human resources, information technology, and other administrative personnel, including stock-based compensation;
professional fees, including accounting and legal fees;
other corporate expenses; and
allocated overhead for rent and utilities.
Stock-Based Compensation Expense
We grant stock options to employees and non-employee consultants and directors, and we account for those stock-based awards in accordance with ASC Topic 718,
Compensation—Stock Compensation.
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Stock-based awards granted to employees and non-employees are measured at the fair value of the awards on the grant date and are recognized as expenses either (a)
immediately on grant, if no vesting conditions are required, or (b) using the graded vesting method, net of estimated forfeitures, over the requisite service period. The fair
value of stock options is determined using the Black-Scholes valuation model. Stock-based compensation expense, when recognized, is charged to cost of revenue or to
the category of operating expense corresponding to the service function of the employee or non-employee.
We also grant discounts to employees when they subscribe for the new shares of ACM Shanghai, and we account for those stock-based awards in accordance with
Accounting Standards Codification, or ASC, Topic 718, Compensation—Stock Compensation
PRC Government Research and Development Funding
ACM Shanghai has received seven special government grants. The first grant, which was awarded in 2008, relates to the development and commercialization of 65nm to 45nm
stress-free polishing technology. The second grant was awarded in 2009 to fund interest expense on short-term borrowings. The third grant was made in 2014 and relates to the
development of electro copper-plating technology. The fourth grant was made in June 2018 and related to development of polytetrafluoroethylene. The fifth grant was made in
2020, and relates to the development of Tahoe single bench cleaning technologies. As of December 31, 2021, the fourth and fifth grants had been fully utilized. The sixth grant
was made in 2020, and relates to the development of other cleaning technologies. The seventh grant was made in 2021, and relates to the development of the R&D and
production center in the Lin-gang Special Area of Shanghai. These governmental authorities provide significant funding, although ACM Shanghai and ACM Shengwei is also
required to invest certain amounts in the projects.
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The governmental grants contain certain operating conditions, and we are required to go through a government due diligence process once the project is complete. The grants
therefore are recorded as long-term liabilities upon receipt, although we are not required to return any funds ACM Shanghai receives. Grant amounts are recognized in our
statements of operations and comprehensive income (loss) as follows:
●
●
Government subsidies relating to current expenses are recorded as reductions of those expenses in the periods in which the current expenses are recorded. For the years
ended December 31, 2022, 2021 and 2020, related government subsidies recognized as reductions of relevant expenses in the consolidated statements of operations and
comprehensive income (loss) were $1.2 million, $11.3 million, and $2.7 million, respectively.
Government subsidies related to depreciable assets are credited to income over the useful lives of the related assets for which the grant was received. For the years ended
December 31, 2022, 2021 and 2020, related government subsidies recognized as other income in the consolidated statements of operations and comprehensive income
(loss) were $0.3 million, $0.2 million, and $0.1 million, respectively.
Unearned government subsidies received are deferred for recognition and recorded as other long-term liabilities (see note 13 in the Notes to Consolidated Financial Statements
included herein under “Item 8. Financial Statements and Supplementary Data.”) in the consolidated balance sheet until the criteria for such recognition are satisfied.
Net Income Attributable to Non-Controlling Interests and Redeemable Non-Controlling Interests
In 2019 ACM Shanghai sold a total number of shares representing 8.3% of its outstanding ACM Shanghai shares, after which ACM Research held the remaining 91.7% of ACM
Shanghai’s outstanding shares. In 2021 ACM Shanghai sold a total number shares representing an additional 10% of its outstanding ACM Shanghai shares in its STAR IPO,
after which ACM Research held the remaining 82.5% of ACM Shanghai’s outstanding shares. As a result, we reflect the portion of our net income allocable to the minority
holders of ACM Shanghai shares as net income attributable to non-controlling interests.
Critical Accounting Policies and Estimates
In preparing our consolidated financial statements in conformity with GAAP, we make assumptions, judgments and estimates in applying our accounting policies that can have a
significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our consolidated balance sheets. We base our
assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. At least quarterly, we evaluate
our assumptions, judgments and estimates and make changes as deemed necessary. Actual results could differ materially from these estimates under different assumptions or
conditions.
We believe that the assumptions, judgments and estimates involved in the accounting for the following accounting policies have the greatest potential impact on our consolidated
financial statements, and we therefore consider these to be our critical accounting estimates. For information on our significant accounting policies, see Note 2 in the notes to
consolidated financial statements.
Revenue Recognition
We derive revenue principally from the sale of semiconductor capital equipment. Revenue from contracts with customers is recognized using the following five steps pursuant to
ASC Topic 606, Revenue from Contracts with Customers:
1.
2.
3.
4.
5.
Identify the contract(s) with a customer;
Identify the performance obligations in the contract;
Determine the transaction price;
Allocate the transaction price to the performance obligations in the contract; and
Recognize revenue when (or as) the entity satisfies a performance obligation.
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A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The
transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.
The unit of account for revenue recognition is a performance obligation (a good or service). A contract may contain one or more performance obligations. Performance
obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with
other resources that are readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise, performance obligations are combined with
other promised goods or services until we identify a bundle of goods or services that is distinct. Promises in contracts which do not result in the transfer of a good or service are
not performance obligations, as well as those promises that are administrative in nature, or are immaterial in the context of the contract. We have addressed whether various
goods and services promised to the customer represent distinct performance obligations. We applied the guidance of ASC Topic 606 in order to verify which promises should be
assessed for classification as distinct performance obligations. Our performance obligations in connection with a sale of equipment generally include production, delivery,
installation, training and software updates.
Given that our products are customized based on specifications of our customers, we determine that the promise to the customer is to provide a customized product solution. The
product and customization services are inputs into the combined item for which the customer has contracted and, as a result, the product and installation services are not
separately identifiable and are combined into a single performance obligation. Delivery of goods to a customer is not a separate performance obligation since control of the
goods normally does not transfer to the customer before shipment. Our warranties provide assurance that our products will function as expected and in accordance with certain
specifications. Our warranties are intended to safeguard the customer against existing defects and do not provide any incremental service to the customer. They are not separate
performance obligations and accounted for under ASC 460, Guarantees. Production, delivery, installation, training and software updates, are a single unit of accounting.
The transaction price is allocated to all the separate performance obligations in an arrangement. It reflects the amount of consideration to which we expect to be entitled in
exchange for transferring goods or services, which may include an estimate of variable consideration to the extent that it is probable of not being subject to significant reversals
in the future based on our experience with similar arrangements. The transaction price excludes amounts collected on behalf of third parties, such as sales taxes. This is done on a
relative selling price basis using standalone selling prices, or SSP. The SSP represents the price at which we would sell that good or service on a standalone basis at the inception
of the contract. Given the requirement for establishing SSP for all performance obligations, if the SSP is directly observable through standalone sales, then such sales should be
considered in the establishment of the SSP for the performance obligation.
For some sale contracts, in addition to the sale of semiconductor capital equipment, we also provide certain spare parts to the customers. We defer revenue associated with spare
parts sold together with our tool products, including production, delivery, installation, training, and software updates which are accounted for as one performance obligation,
based on stand-alone observable selling prices for which we receive payments in advance and recognize the revenue upon the subsequent shipment of the spare parts, which is
expected within one year. The deferred revenue for spare parts was $4.2 million and $3.2 million at December 31, 2022 and 2021, respectively.
Revenue is recognized when we satisfy each performance obligation by transferring control of the promised goods or services to the customer. Goods or services can transfer at a
point in time (upon the acceptance of the products or upon the arrival at the destination as stipulated in the shipment terms) in a sale arrangement. In general, we recognize
revenue when a tool has been demonstrated to meet the customer’s predetermined specifications and is accepted by the customer. In the following circumstances, however, we
recognize revenue upon shipment or delivery, when legal title to the tool is passed to a customer as follows:
●
●
●
When the customer has previously accepted the same tool with the same specifications and we can objectively demonstrate that the tool meets all of the required
acceptance criteria;
When the sales contract or purchase order contains no acceptance agreement and we can objectively demonstrate that the tool meets all of the required acceptance criteria;
When our sales arrangements do not include a general right of return.
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We offer maintenance services, which consist principally of the installation and replacement of parts and small-scale modifications to the equipment. The related revenue and
costs of revenue are recognized when parts have been delivered and installed and the customers have obtained control of the parts.
We incur costs related to the acquisition of our contracts with customers in the form of sales commissions. Sales commissions are paid to third party representatives and
distributors. Contractual agreements with these parties outline commission structures and rates to be paid. Generally speaking, the contracts are all individual procurement
decisions by the customers and are not for significant periods of time, nor do they include renewal provisions. As such, all contracts have an economic life of significantly less
than a year. Accordingly, we expense sales commissions when incurred. These costs are recorded within sales and marketing expenses. We, therefore, do not have contract
assets.
We do not incur any costs to fulfill the contracts with customers that are not already reported in compliance with another applicable standard (for example, inventory or plant,
property and equipment).
We receive payments from customers prior to the transfer of control either upon contract sign-off and/or the delivery of evaluation tools, which are recorded as advances from
customers.
Stock-Based Compensation
We account for grants of stock options based on their grant date fair value and recognize compensation expense over the vesting periods. We estimate the fair value of the stock
options granted with a service period-based condition at the date of grant using the Black-Scholes option pricing model. We estimate the fair value of the stock options granted
with a market-based condition at the date of grant using the Monte Carlo simulation model.
For options granted with a service period-based condition, stock-based compensation expense represents the cost of the grant date fair value of employee stock option grants
recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis, net of estimated forfeitures. We estimate the fair value of these
stock option grants using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the risk-free interest rate, (b) the expected
volatility of our stock, (c) the expected term of the award and (d) the expected dividend yield.
●
●
●
●
●
We use the market closing price for the Class A common stock as reported on the Nasdaq Global Market to determine the fair value of the Class A common stock.
The risk-free interest rates for periods within the expected life of the option are based on the yields of zero-coupon U.S. Treasury securities.
Due to a lack of company-specific historical and implied volatility data, we have based our estimate of expected volatility on the historical volatility of a group of similar
companies that are publicly traded. For these analyses, we have selected companies with comparable characteristics to ours including enterprise value, risk profile,
position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. We compute the historical volatility
data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of our stock-based awards. We will
continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available.
The expected term represents the period of time that options are expected to be outstanding. The expected term of stock options is based on the average between the
vesting period and the contractual term for each grant according to Staff Accounting Bulletin No. 110.
The expected dividend yield is assumed to be 0%, based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends.
Inventory
Inventories consist of finished goods, raw materials, work-in-process and consumable materials. Finished goods are comprised of direct materials, direct labor, depreciation and
manufacturing overhead. Inventory is stated at the lower of cost and net realizable value of the inventory at December 31, 2022 and 2021. The cost of a general inventory item is
determined using the weighted average method. The cost of an inventory item purchased specifically for a customized tool is determined using the specific identification method.
Market value is determined as the lower of replacement cost and net realizable value, which is the estimated selling price, in the ordinary course of business, less estimated costs
to complete or dispose.
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We assess the recoverability of all inventories quarterly to determine if any adjustments are required. We write down excess or obsolete tool-related inventory based on
management’s analysis of inventory levels and forecasted 12-month demand and technological obsolescence and spare parts inventory based on forecasted usage. These factors
are affected by market and economic conditions, technology changes, new product introductions and changes in strategic direction, and they require estimates that may include
uncertain elements. Actual demand may differ from forecasted demand, and those differences may have a material effect on recorded inventory values. During the twelve months
ended December 31, 2022 and, 2021, inventory write-downs of $2.2 million and $0.1 million were recognized in cost of revenue, respectively.
Our manufacturing overhead standards for product costs are calculated assuming full absorption of forecasted spending over projected volumes, adjusted for excess capacity.
Abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and spoilage are recognized as current period charges.
Allowance for Doubtful Accounts
Accounts receivables are reflected in our consolidated balance sheets at their estimated collectible amounts. A substantial majority of our accounts receivable are derived from
sales to large multinational semiconductor manufacturers in Asia. We follow the allowance method of recognizing uncollectible accounts receivable, pursuant to which we
regularly assess our ability to collect outstanding customer invoices and make estimates of the collectability of accounts receivable. We provide an allowance for doubtful
accounts when we determine that the collection of an outstanding customer receivable is not probable. The allowance for doubtful accounts is reviewed on a quarterly basis to
assess the adequacy of the allowance. We take into consideration (a) accounts receivable and historical bad debts experience, (b) any circumstances of which we are aware of a
customer’s inability to meet its financial obligations, (c) changes in our customer payment history, and (d) our judgments as to prevailing economic conditions in the industry and
the impact of those conditions on our customers. If circumstances change, such that the financial conditions of our customers are adversely affected and they are unable to meet
their financial obligations to us, we may need to record additional allowances, which would result in a reduction of our net income. No allowance for doubtful accounts was
considered necessary at December 31, 2022 or 2021.
Valuation of Long-Lived Assets
Long-lived assets are evaluated for impairment whenever events or changes in circumstance indicate that the carrying value of an asset may not be fully recoverable or that the
useful life is shorter than we had originally estimated. When these events or changes occur, we evaluate the impairment of the long-lived assets by comparing the carrying value
of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future
undiscounted cash flow is less than the carrying value of the assets, we recognize an impairment loss based on the excess of the carrying value over the fair value. No
impairment charge was recognized in 2022 and 2021.
Income Taxes
Income taxes are accounted for using the liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be
provided for the deferred tax assets if it is more likely than not that the related benefit will not be realized.
On a quarterly basis, we provide income tax provisions based upon an estimated annual effective income tax rate. The effective tax rate is highly dependent upon the geographic
composition of worldwide earnings, tax regulations governing each region, availability of tax credits and the effectiveness of our tax planning strategies. We carefully monitor
the changes in many factors and adjust our effective income tax rate on a timely basis. If actual results differ from these estimates, this could have a material effect on our
financial condition and results of operations.
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We maintained a partial valuation allowance as of December 31, 2022 with respect to certain net deferred tax assets based on our estimates of recoverability. We determined that
the partial valuation allowance was appropriate given our historical operating losses and uncertainty with respect to our ability to generate profits from our business model
sufficient to take advantage of the deferred tax assets in all applicable tax jurisdictions.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. In accordance with the authoritative guidance on
accounting for uncertainty in income taxes, we recognize liabilities for uncertain tax positions based on the two-step process. The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained in audit, including resolution of related
appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate
settlement. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including changes in facts or circumstances, changes in tax law,
effectively settled issues under audit and new audit activity. Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax
provision.
Interest and penalties related to uncertain tax positions are recorded in the provision for income tax expense on the consolidated statements of operations.
Warranty
We have provided standard assurance type warranty coverage on our tools for 12 to 36 months, covering labor and parts necessary to repair a tool during the warranty period.
We account for the estimated warranty cost as sales and marketing expense at the time revenue is recognized. Warranty obligations are affected by historical failure rates and
associated replacement costs. Utilizing historical warranty cost records, we calculate a rate of warranty expenses to revenue to determine the estimated warranty charge. We
update these estimated charges on a regular basis. The actual product performance and field expense profiles may differ, and in those cases, we adjust our warranty accruals
accordingly. As of December 31, 2022 and 2021, we had accrued $8.8 million and $6.6 million, respectively, in liability contingency for potential warranty claims.
Financial Liability Carried at Fair Value
As described in note 15 in the Notes to Consolidated Financial Statements, in preparation for the STAR IPO we entered into two agreements with Shengxin (Shanghai)
Management Consulting Limited Partnership, or SMC, relating to outstanding obligations for which we had agreed to deliver certain consideration. We accounted for this
consideration as a financial liability and applied fair value option methodology to measure the consideration in accordance with ASC, Financial Instruments, (i.e., ASC 825-10-
15-4a). On July 29, 2020 we entered into an amended agreement with SMC under which, in settlement of the financial liability, we issued to SMC a warrant to purchase shares
of Class A common stock. The financial liability was remeasured to fair value as of July 29, 2020 and was retired upon issuance of the warrant. The warrant was initially
measured at fair value at the issuance date and classified as permanent equity in accordance with ASC Topic 815, Derivatives and Hedging. Estimates related to this item
required significant judgment, and a change in the estimates could have a material effect on our results of operations during the periods involved.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements we expect will have an impact when adopted, see note 2 in the Notes to Consolidated Financial Statements included
herein under “Item 8. Financial Statements and Supplementary Data.”
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Results of Operations
The following table sets forth our results of operations for the periods presented, as percentages of revenue.
Revenue
Cost of revenue
Gross margin
Operating expenses:
Sales and marketing
Research and development
General and administrative
Total operating expenses, net
Income from operations
Interest income (expense), net
Change in fair value of financial liability
Realized gain from sale of trading securities
Unrealized gain (loss) on trading securities
Other income (expense), net
Equity income in net income of affiliates
Income before income taxes
Income tax benefit (expense)
Net income
Less: Net income attributable to non-controlling interests
Net income attributable to ACM Research, Inc.
Comparison of Years Ended December 31, 2022, 2021 and 2020
Revenue
Revenue
Single wafer cleaning, Tahoe and semi-critical cleaning equipment
ECP (front-end and packaging), furnace and other technologies
Advanced packaging (excluding ECP), services & spares
Total Revenue By Product Category
Wet-cleaning and other front-end processing tools
Advanced packaging, other processing tools, services and spares
Total Revenue Front-end and Back-End
Mainland China
Other Regions
2022
Year Ended December 31,
2021
2020
100.0%
100.0%
52.8
47.2
10.3
16.0
5.8
32.0
15.2
1.8
-
0.3
(2.0)
0.9
1.2
17.4
(4.3)
13.0
2.9
10.1%
55.8
44.2
10.3
13.2
5.9
29.3
14.9
(0.1)
-
-
0.2
(0.2)
1.8
16.5
(0.1)
16.4
2.0
14.4%
100.0%
55.6
44.4
10.7
12.2
7.8
30.7
13.7
(0.1)
(7.6)
-
8.0
(2.2)
0.4
12.3
1.5
13.8
1.8
12.0%
Year Ended December 31,
2022
2021
(in thousands)
2020
% Change
2022 v 2021
% Change
2021 v 2020
$
$
$
$
$
388,832
$
259,751
$
156,624
49.7%
65.8%
272,939
77,482
38,411
388,832
308,528
80,304
388,832
$
$
$
$
189,208
33,210
37,333
259,751
202,268
57,483
259,751
$
$
$
$
131,248
13,343
12,033
156,624
136,317
20,307
156,624
44.3%
133.3%
2.9%
49.7%
52.5%
39.7%
49.7%
44.2%
148.9%
210.3%
65.8%
48.4%
183.1%
65.8%
Year Ended December 31,
2021
2022
2020
$
$
377,752
11,080
388,832
$
$
258,615 $
1,136
259,751 $
154,359
2,265
156,624
The increase in revenue for 2022 compared to 2021 was driven primarily by higher sales of single wafer cleaning, Tahoe and semi-critical cleaning equipment, and increased
contribution from newer ECP (front-end and packaging), furnace and other technologies. Our Shanghai production operations were adversely impacted in the first half of the
year due to COVID-19-related restrictions, with a return to more normal operations in the second half of the year. The U.S. export regulations imposed in October of 2022 had
an adverse impact on ACM Shanghai’s shipments and sales in the fourth quarter of 2022.
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The increase in revenue for 2021 compared to 2020 was driven by higher sales of single wafer cleaning, Tahoe and semi-critical cleaning equipment, increased contribution from
newer ECP (front-end and packaging), furnace and other technologies, and higher sales of Advanced packaging, services and spares. The increased demand from PRC-based
customers is due in part to their longer-term commitment to increase production capacity to achieve a greater share of the mainland China semiconductor market.
Cost of Revenue and Gross Margin
Cost of revenue
Gross profit
Gross margin
Year Ended December 31,
2022
2021
(in thousands)
2020
% Change
2022 v 2021
% Change
2021 v 2020
$
205,217
183,615
$
47.2%
144,895
114,856
$
44.2%
87,025
69,599
44.4%
41.6%
59.9%
3.00
66.5%
65.0%
-0.22
Cost of revenue and gross profit increased in 2022 as compared to 2021 due to the increased sales volume and an increase in gross margin. The increased gross margin versus
the prior-year period was primarily due to a higher mix of ECP (front-end and packaging), furnace, and other technologies, and a positive impact due to a change in the RMB to
U.S. dollar currency exchange rate.
Cost of revenue and gross profit increased in 2021 compared to 2020, reflecting the growth in sales. Gross margin decreased by 22 basis points, primarily due to differences in
product mix in 2021 versus 2020.
Gross margin may vary from period to period, primarily related to the level of utilization and the timing and mix of revenue. We expect gross margin to be between 40.0% and
45.0% for the foreseeable future, with direct manufacturing costs approximating 50.0% to 55.0% of revenue and overhead costs totaling 5.0% of revenue.
Operating Expenses
Sales and marketing expense
Research and development expense
General and administrative expense
Total operating expenses
Year Ended December 31,
2022
2021
(in thousands)
2020
% Change
2022 v 2021
% Change
2021 v 2020
$
$
39,889 $
62,226
22,465
124,580 $
26,733 $
34,207
15,214
76,154 $
16,773
19,119
12,215
48,107
49.2%
81.9%
47.7%
63.6%
59.4%
78.9%
24.6%
58.3%
Sales and marketing expense increased in 2022 as compared to 2021, and reflected an increase of $7.9 million due to higher costs of tools built for promotional purposes for
current or potential new customers, and an increase of $5.3 million due to increased costs for personnel, commissions, outside services, travel and entertainment and other costs.
Sales and marketing expense increased in 2021 as compared to 2020, primarily due to an increase in services costs including travel and warranty support, employee payroll and
benefits, stock-based compensation, and sales commissions.
We expect that, for the foreseeable future, sales and marketing expense will increase in absolute dollars, as we continue to invest in sales and marketing by hiring additional
employees and expanding marketing programs in existing or new markets. We must invest in sales and marketing processes in order to develop and maintain close relationships
with customers. We are making dollar-based investments in order to support growth of our customer base in the United States, and the relative strength of the dollar could have a
significant effect on our sales and marketing expense.
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Research and development expense increased in 2022 as compared to 2021, reflecting an increase of $6.9 million in costs of components, costs of tools built for product
development purposes, and costs of other research and development supplies, and an increase of $16.7 million for personnel, stock-based compensation, and travel and
entertainment costs to support product development, and an increase of $4.4 million for outside services and other research and development related expenses.
Research and development expense represented 16.0% and 13.2% of our revenue in the years ended December 31, 2022 and 2021, respectively. Without reduction by grant
amounts received from PRC governmental authorities (see “—PRC Government Research and Development Funding”), gross research and development expense totaled
$63.4million, or 16.3% of total revenue, in the year ended December 31, 2022 as compared to $45.5 million, or 17.5% of revenue, in the corresponding period in 2021.
Research and development expense increased in 2021 as compared to 2020, primarily due to an increase in employee payroll and benefits, cost of components and other research
and development supplies, travel, and other related expenses. Research and development expense represented 13.2% and 12.2% of our revenue in 2021 and 2020, respectively.
Without reduction by grant amounts received from PRC governmental authorities (see “—Key Components of Results of Operations—PRC Government Research and
Development Funding”), gross research and development expense totaled $45.5 million, or 17.5% of revenue, in 2021 and $21.2 million, or 13.6% of revenue, in 2020.
We expect that, for the foreseeable future, research and development expense will increase in absolute dollars as compared to 2022, as we continue to invest in research and
development to advance our technologies. We intend to continue to invest in research and development to support and enhance our cleaning, plating, advanced packaging,
furnace and future product offerings to build and maintain our technology leadership position.
General and administrative expense increased in 2022 as compared to 2021, primarily due to an increase in stock-based compensation, increased employee count, and an
increase in legal, payroll tax and other fees.
General and administrative expense increased for 2021 as compared to 2020, primarily due to increased employee payroll and benefits, and an increase in legal, payroll tax and
other fees.
We expect that, for the foreseeable future, general and administrative expense will increase in absolute dollars, as we incur additional costs associated with growing our business
and operating as a public company.
Stock-Based Compensation Expense
Cost of revenue and operating expenses during the periods presented below have included stock-based compensation as follows:
Stock-Based Compensation Expense:
Cost of revenue
Sales and marketing expense
Research and development expense
General and administrative expense
Year Ended December 31,
2021
2022
2020
$
$
520
1,877
2,565
2,768
7,730
$
$
397 $
1,802
1,115
1,803
5,117 $
175
1,199
763
3,491
5,628
We recognized stock-based compensation expense of $7.7 million in 2022, $5.1 million in 2021, and $5.6 million in 2020.
As of December 31, 2022 and 2021, we had $16.0 million and $9.5 million, respectively, of unrecognized employee stock-based compensation expense, net of estimated
forfeitures, related to unvested ACM stock-based awards. These are expected to be recognized over a weighted-average period of 1.53 years and 1.61 years, respectively. As of
December 31, 2022 and 2021, we had an additional $0.2 million and $0.5 million, respectively of unrecognized employee stock-based compensation expense, net of estimated
forfeitures, related to unvested ACM Shanghai stock-based awards.
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Income from Operations
Year Ended December 31,
2022
2021
(in thousands)
2020
% Change
2022 v 2021
% Change
2021 v 2020
Income from operations
$
59,035 $
38,702 $
21,492
52.5%
80.1%
Income from operations increased in 2022 as compared to 2021, due to a $68.8 million increase in gross profit, partly offset by a $48.4 million increase in operating expenses.
Income from operations increased by $17.2 million during the year ended December 31, 2021 as compared to 2021, due to a $45.3 million increase in gross profit, partly offset
by a $28.0 million increase in operating expense.
Interest income (expense), net, Other Income (expense), net
Interest Income
Interest Expense
Interest Income (expense), net
Other income (expense), net
Year Ended December 31,
2022
2021
(in thousands)
2020
% Change
2022 v 2021
% Change
2021 v 2020
$
$
$
8,740 $
(1,655)
7,085 $
505 $
(765)
(260) $
897
(982)
(85)
1630.7%
116.3%
-2825.0%
-43.7%
-22.1%
205.9%
3,315 $
(631) $
(3,377)
-625.4%
-81.3%
Interest income (expense), net consists of interest earned on our cash and equivalents, restricted cash accounts, and short term and long-term time deposits, offset by interest
expense incurred from outstanding short-term and long-term borrowings. The significant change from the year-ago-period resulted from a much higher balance of cash and
equivalents and time deposits together with higher interest rates on these balances, partly offset by a higher balance of short-term and long-term borrowings.
Interest income (expense), net, decreased in 2021 compared to 2020, principally as a result of reduced interest income from lower interest rates on reduced cash balances, partly
offset by reduced interest expenses incurred from short-term and long-term bank loans.
Other income (expense), net primarily reflects (a) gains or losses recognized from the impact of exchange rates on our foreign currency-denominated working-capital
transactions and (b) depreciation of assets acquired with government subsidies, as described under “—Government Research and Development Funding” above. We realized
$3.3 million of other income (expense) in the year ended December 31, 2022, of which $1.7 million was due to gains realized from transactions that resulted from changes in the
RMB-to-U.S. dollar exchange rate, as compared to a loss of ($0.6 million) in the corresponding period in 2021.
Our other income (expense), net was ($0.6 million) for the year ended December 31, 2021 due primarily to losses due to the effect of exchange rate fluctuations, and ($3.4
million) for the year ended December 31, 2020 due primarily to losses due to the effect of exchange rate fluctuations.
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Realized gain and unrealized loss from trading securities, and equity income in net income of affiliates.
Year Ended December 31,
2022
2021
(in thousands)
2020
% Change
2022 v 2021
% Change
2021 v 2020
Absolute Change
2022 v 2021
$
Change in fair value of financial liability
Realized gain from sale of trading securities $
Unrealized gain (loss) on trading securities $
$
Equity income in net income of affiliates
- $
1,116 $
(7,855) $
4,666 $
- $
- $
607 $
4,637 $
(11,964)
-
12,574
655
-
-
-1394.1%
0.6%
100% $
- $
-95.2% $
607.9% $
-
1,116
(8,462)
29
We recorded a realized gain from sale of trading securities of $1.1 million for the year ended December 31, 2022 due to a sale of ACM Shanghai’s indirect investment in SMIC
shares on the STAR Market as is described in note 15 to the consolidated financial statements included in this report.
We recorded an unrealized loss on trading securities of $7.9 million for the year ended December 31, 2022 as compared to an unrealized gain of $0.7 million for the same period
in 2021, due primarily to a change in market value of ACM Shanghai’s indirect investment in SMIC shares on the STAR Market as is described in note 15 to the condensed
consolidated financial statements included in this report.
Equity income in net income of affiliates for the year ended December 31, 2022 was unchanged versus the year ended December 31, 2021. Equity income in net income of
affiliates increased by $4.0 million for the year ended December 31, 2021 due to higher net income from investments in affiliates.
Change in fair value of financial liability was nil for 2021 as compared to ($12.0) million for 2020 due to the non-cash, non-operating expense related to transactions as
described in note 15.
Income Tax Benefit (Expense)
Current:
U.S. federal
U.S. state
Foreign
Total current tax expense
Deferred:
U.S. federal
U.S. state
Foreign
Total deferred tax benefit
Total income tax benefit (expense)
2022
Year Ended December 31,
2021
(in thousands)
2020
$
$
(479) $
(18)
(11,139)
(11,636)
(10,927)
8
5,757
(5,162)
(16,798) $
(91) $
(2)
(2,195)
(2,288)
2,089
-
65
2,154
(134) $
(61)
(2)
(2,014)
(2,077)
7,325
-
(2,866)
4,459
2,382
We recognized a tax expense of $16.8 million for the year ended December 31, 2022 as compared to a tax expense of $0.1 million for the prior year period. The increased tax
expense in 2022 primarily resulted from the tax effect of increased operating profit generated and an increase in our effective income tax rate. The increase in our effective
income tax rate for the year ended December 31, 2022 compared to the same period of the prior year was primarily due to a new requirement to capitalize and amortize
previously deductible research and experimental expenses resulting from a change in Section 174 made by the TCJA which became effective on January 1, 2022, and a decrease
in discrete tax benefits associated with stock-based compensation deductions. The capitalization of overseas R&D expenses resulted in a significant increase in our global
intangible low-taxed income inclusion. Congress is considering legislation, but legislation has not passed, that would defer the capitalization requirement to later years.
As we collect and prepare necessary data, and interpret the guidance issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies, we
may make adjustments to the provisional amounts. Those adjustments may materially affect our provision for income taxes and effective tax rate in the period in which the
adjustments are made. There were no adjustments made in 2022.
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Our effective tax rate differs from statutory rates of 21% for U.S. federal income tax purposes and 12.5% to 25% for PRC income tax purposes due to the effects of the valuation
allowance and certain permanent differences as it pertains to book-tax differences in the treatment of stock-based compensation and non-U.S. research expenses. Our three PRC
subsidiaries, ACM Shanghai, ACM Wuxi, and ACM Shengwei, are liable for PRC corporate income taxes at the rates of 12.5%, 25%, and 25%, respectively. Pursuant to the
Corporate Income Tax Law of the PRC, our PRC subsidiaries generally would be liable for PRC corporate income taxes at a rate of 25%. According to Guoshuihan 2009 No.
203, an entity certified as an “advanced and new technology enterprise” is entitled to a preferential income tax rate of 15%. ACM Shanghai was certified as an “advanced and
new technology enterprise” in 2012 and again in 2016, 2018, and 2021, with an effective period of three years. In 2021, ACM Shanghai was certified as an eligible integrated
circuit production enterprise and is entitled to a preferential income tax rate of 12.5% from January 1, 2020 to December 31, 2022.
We file income tax returns in the United States and state and foreign jurisdictions. Those federal, state and foreign income tax returns are under the statute of limitations subject
to tax examinations for 2000 through 2021. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon
examination by the Internal Revenue Service or state or foreign tax authorities to the extent utilized in a future period.
Net Income Attributable to Non-Controlling Interests
Year Ended December 31,
2022
2021
(in thousands)
2020
% Change
2022 v 2021
% Change
2021 v 2020
Net income attributable to non-controlling interests
$
11,301 $
5,164 $
2,897
118.8%
78.3%
In 2019 ACM Shanghai sold a total number of shares representing 8.3% of its outstanding ACM Shanghai shares, after which ACM Research held the remaining 91.7% of ACM
Shanghai’s outstanding shares. In 2021 ACM Shanghai sold a total number shares representing an additional 10% of its outstanding ACM Shanghai shares in its STAR IPO,
after which ACM Research held the remaining 82.5% of ACM Shanghai’s outstanding shares. As a result, we reflect, the portion of our net income allocable to the minority
holders of ACM Shanghai shares as net income attributable to non-controlling interests.
Foreign currency translation adjustment
Year Ended December 31,
2022
2021
(in thousands)
2020
% Change
2022 v 2021
% Change
2021 v 2020
Foreign currency translation adjustment
$
(59,102) $
4,695 $
10,493
-1358.8%
-55.3%
We recorded a foreign currency translation adjustment of ($59.1 million) for the year ended December 31, 2022, as compared to $4.7 million for 2021, based on the net effect of
RMB to dollar exchange rate fluctuations for the period on the converted value of ACM Shanghai’s RMB-denominated balances to U.S. dollar equivalents. The 2022 amount
was especially large due to a significant weakening of the RMB versus the U.S. dollar during the twelve months ended December 31, 2022 together with a more significant
RMB-denominated asset balance in 2022.
We recorded a foreign currency translation adjustment of $4.7 million for the year ended December 31, 2021, as compared to $10.5 million for 2020, based on the net effect of
RMB to dollar exchange rate fluctuations for the period on the converted value of ACM Shanghai’s RMB-denominated balances to U.S. dollar equivalents. The amount was
especially large due to a weakening of the RMB versus the U.S. dollar during the period.
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Comprehensive income (loss) attributable to non-controlling interests
Comprehensive income (loss) attributable to non-controlling interests $
1,854 $
5,607 $
6,858
-66.9%
-18.2%
Comprehensive income attributable to non-controlling interest decreased by $3.8 and $1.3 million, respectively, for the years ended December 31, 2022 and 2021, due to change
in net income generated from the non-controlling interests as impacted from foreign exchange rate fluctuations.
2022
2021
(in thousands)
2020
% Change
2022 v 2021
% Change
2021 v 2020
Liquidity and Capital Resources
The following chart depicts our corporate organization as of December 31, 2022:
A detailed description of how cash is transferred through our organization is set forth under “Note 2 – Summary of Significant Accounting Policies – Cash and Cash
Equivalents” to the Consolidated Financial Statements of this report.
During the year ended December 31, 2022, we funded our technology development and operations principally through our beginning global cash balances, including the cash
balances at ACM Shanghai, and borrowings by ACM Shanghai from local financial institutions. Cash and cash equivalents, short-term time deposits and long-term time deposits
were $420.4 million at December 31, 2022, compared to $562.5 million at December 31, 2021. The $142.1 million decrease was primarily driven by $93.2 million net cash used
in investing activities, $62.2 million of cash used by operations, and a $33.6 million decline from the effect of exchange rate on cash, cash equivalents and restricted cash, partly
offset by $45.9 million provided by financing activities.
The table below represents the cash and cash equivalents and time deposits as of December 31, 2022 and 2021:
Cash and cash equivalents and time deposits:
Cash and cash equivalents
Short-term time deposits
Long-term time deposits
Total
December 31,
2022
2021
(In thousands)
$
$
$
247,951
70,492
101,956
420,399 $
562,548
-
-
562,548
Our future working capital needs beyond the next twelve months will depend on many factors, including the rate of our business and revenue growth, the payment schedules of
our customers, the timing and magnitude of our capital expenditures, and the timing of investment in our research and development as well as sales and marketing. We believe
our existing cash and cash equivalents and short-term and long-term time deposits, our cash flow from operating activities, and bank borrowings by ACM Shanghai will be
sufficient to meet our anticipated cash needs within our longer-term planning horizon.
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ACM Shanghai has historically participated in certain PRC government-sponsored grant and subsidy programs, as described under “—Key Components of Results of Operations
—PRC Government Research and Development Funding” and “—Contractual Obligations” and we expect that ACM Shanghai will continue to take advantage of these
programs when they are available and fit with our business strategy. ACM Shanghai generally applies for these grants and subsidies through the applicable PRC government
agency’s defined processes. Periodically, the public relations department researches the availability of these grants and subsidies through the PRC government agencies with
whom ACM Shanghai files business surveys and taxes. Management of ACM Shanghai then assesses which grants and subsidies for which ACM Shanghai may be eligible and
submits the relevant application. The decision to award the grant to ACM Shanghai is made by the relevant PRC government agencies based on suitability and the merits of the
application. Neither ACM Research, nor ACM Shanghai or any of our other subsidiaries, has any direct relationship with any PRC government agency, and our anticipated cash
needs for the next twelve months neither anticipate, nor require, receipt of any PRC government grants or subsidies.
To the extent our cash and cash equivalents, cash flow from operating activities and short-term bank borrowings are insufficient to fund our future activities in accordance with
our strategic plan, we may determine to raise additional funds through public or private debt or equity financings or additional bank credit arrangements. We also may need to
raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies and products. If additional funding is necessary or
desirable, we may not be able to obtain bank credit arrangements or to affect an equity or debt financing on terms acceptable to us or at all.
Restrictions under PRC laws and regulations as well as restrictions under ACM Shanghai’s bank loan agreements, may significantly restrict ACM Shanghai’s ability to transfer a
portion of ACM Shanghai’s net assets to ACM Research, other subsidiaries of ACM Research and to holders of ACM Research Class A common stock. See “Item 1A. Risk
Factors–Regulatory Risks–The PRC’s currency exchange control and government restrictions on investment repatriation may impact our ability to transfer funds outside of the
PRC, which could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, otherwise fund and conduct our business,
or pay dividends on our common stock.”
For the years ended December 31, 2022 and 2021, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, no transfers,
dividends, or distributions have been made between ACM Research, and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock.
Our cash and cash equivalents at December 31, 2022 were held for working capital purposes and other potential investments. ACM Shanghai, our only direct PRC subsidiary, is,
however, subject to PRC restrictions on distributions to equity holders. The use of proceeds raised by the STAR Market IPO, without further approvals, are limited to specific
usage. We currently intend for ACM Shanghai to retain all available funds from any future earnings for use in the operation of its business and do not anticipate it paying any
cash dividends. Our accounts receivable balance fluctuates from period to period, which affects our cash flow from operating activities. Fluctuations vary depending on cash
collections, client mix, and the timing of shipment and acceptance of our tools.
We have never declared or paid cash dividends on our capital stock. We intend to retain all available funds and any future earnings to support the operation of and to finance the
growth and development of our business and do not anticipate paying any cash dividends in the foreseeable future.
Cash Flow Used in Operating Activities. Net cash used by operations of $62.2 million during the year ended December 31, 2022 consisted of:
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Net Income
(Gain) loss on disposals of property plant and equipment
Depreciation and amortization
Realized gain on trading securities
Equity income in net income of affiliates
Unrealized loss (gain) on trading securities
Deferred income taxes
Stock-based compensation
Net changes in operating assets and liabilities:
Net cash flow used in operating activities
2022
Year Ended December 31,
2021
(In thousands)
2020
$
$
50,564
$
(12) $
5,366
(1,116)
(4,666)
7,855
4,027
7,730
(131,942)
$
(62,194) $
42,921 $
- $
2,353
-
(4,637)
(607)
(1,840)
5,117
(83,400)
(40,093) $
21,677
25
1,055
-
(655)
(12,574)
(4,085)
5,628
(24,618)
(13,547)
Significant changes in operating asset and liability accounts during the year-ended December 31, 2022 included the following uses of cash: increases of inventories of $193.3
million (Note 5), and an increase of accounts receivable of $88.7 million (Note 4). As described under “—Key Components of Results of Operations—PRC Government
Research and Development Funding,” ACM Shanghai has received research and development grants from local and central PRC governmental authorities. ACM Shanghai
received $0.1 million of payments related to such grants in the year ended December 31, 2022, as compared to cash receipts of $5.2 million in the same period of 2021.
The uses of cash are offset by the following significant sources of cash: an increase in advances from customers of $104.3 (Note 3), an increase in other payables and accrued
expenses of $23.4 million, and an increase in accounts payable of $17.5 million.
Cash Flow from Investing Activities. Net cash used for investing activities, excluding net cash used to purchase time deposits, for the year ended December 31, 2022 was $93.2
million, primarily consisting of $91.1 million purchase of property and equipment.
Cash Flow from Financing Activities. Net cash provided by financing for the year ended December 31, 2022 was $45.9 million, primarily consisting of $44.6 million net
proceeds from short and long-term borrowings, and $1.3 million in proceeds from the exercise of stock options.
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ACM Shanghai, together with its subsidiaries, has short-term and long-term borrowings with five banks, as follows:
Lender
Agreement Date
Maturity Date
Annual
Interest Rate
Maximum
Borrowing
Amount(1)
Amount
Outstanding
at December 31,
2022
(in thousands)
China Everbright Bank
July 2021
December 2023
3.00%~3.60%
RMB150,000
Bank of Communications
August 2022
September 2023
3.50%~3.60%
$
$
21,540 $
RMB100,000
14,360 $
Bank of China
August 2022
August 2023
China Merchants Bank
October 2021
September 2023
China Merchants Bank
November 2020
Repayable by installments and the
3.15%
RMB40,000
$
5,744 $
3.50%
RMB100,000
$
14,360
RMB128,500
last installments repayable in
November 2030
3.95%
RMB150,000
21,540
RMB100,000
14,360
RMB40,000
5,744
RMB100,000
14,360.00
RMB106,303
Bank of China
June 2021
Repayable by installments and the
last installments repayable in June
2024
Bank of China
September, 2021
Repayable by installments and the
last installments repayable in
September 2021
$
18,453 $
RMB10,000
15,265
RMB8,500
2.60%
$
1,436 $
RMB35,000
1,221
RMB31,500
2.60%
$
$
5,026 $
80,919 $
4,523
77,013
(1)
Converted from RMB to dollars as of December 31, 2022. All of the amounts owing under the line of credit with Bank of Shanghai Pudong Branch are guaranteed by
CleanChip Technologies LTD, a wholly owned subsidiary of ACM Shanghai. The loan from China Merchants Bank is secured by a pledge of the property of ACM
Shengwei and guaranteed by ACM Shanghai, as described above under “—Contractual Obligations.”
Effect of exchange rate changes on cash, cash equivalents and restricted cash. The impact of fluctuations of the RMB to U.S. dollar currency exchange rate on a significant
balance of our cash, and cash equivalents held in RMB-denominated accounts (Note 2) contributed to a $33.8 million decline in the value of these items during the year ended
December 31, 2022.
Contractual Obligations
Grant Contract for State-owned Construction Land Use Right in Shanghai City
In 2020 ACM Shanghai, through its wholly-owned subsidiary ACM Shengwei, entered into a Grant Contract for State-owned Construction Land Use Right in Shanghai City
(Category of R&D Headquarters and Industrial Projects), or the Grant Agreement, with the China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration, or
the Grantor. ACM Shengwei obtained rights to use approximately 43,000 square meters (10.6 acres) of land in the Lingang Heavy Equipment Industrial Zone of Lin-gang
Special Area of China (Shanghai) Pilot Free Trade Zone, or the Land Use Right, for a period of fifty years, commencing on the date of delivery of the land in July 2020, which
we refer to as the Delivery Date.
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In exchange for its land use rights, ACM Shengwei paid aggregate grant fees of RMB 61.7 million ($9.5 million), or the Grant Fees, and a performance deposit of RMB 12.3
million ($1.9 million), which is equal to 20% of the aggregate Grant Fees, to secure its achievement of the following performance milestones:
•
•
•
the start of construction within 6 months after the Delivery Date (60% of the performance deposit), or Construction Start Milestone;
the completion of construction within 30 months after the Delivery Date (20% of the performance deposit), or Construction Completion Milestone; and
the start of production within 42 months after the Delivery Date (20% of the performance deposit), or Production Start Milestone.
Upon satisfaction of a milestone, the portion of the performance deposit attributable to that milestone will be repayable to ACM Shengwei within ten business days. If the
achievement of any of the above milestones is delayed or abandoned, ACM Shengwei may be subject to additional penalties and may lose its rights to both the use of the granted
land and any partially completed facilities on that land.
The status of the performance milestones for the year ended December 31, 2022 is as follows:
•
•
o
o
o
•
o
o
ACM Shengwei achieved the Construction Start Milestone and 60% of the performance deposit was refunded to ACM Shanghai in 2020.
The Construction Completion Milestone was originally required to be met prior to January 9, 2023. Due to COVID-19 related restrictions, ACM Shengwei has
experienced delays and did not meet the milestone. In December 2022, prior to the deadline, ACM filed a request for a six-month extension, which was granted, and
thus such milestone was extended until July 9, 2023. ACM Shengwei expects to receive a new grant agreement, Version 3.0, by the end of March 2023. ACM Shengwei
expects it will reach the Construction Completion Milestone on or before the extended deadline. We cannot guarantee the new extension will be met or that ACM
Shengwei will be refunded this 20% portion of the performance deposit.
Contractual penalties in the case of a delay of Construction Completion Milestone:
If ACM Shengwei fails to complete the construction pursuant to the date agreed under the Grant Agreement or any extended completion date approved by the Grantor,
ACM Shengwei shall pay 50% of the deposit for timely completion of construction as liquidated damages;
If ACM Shengwei delays the completion for more than six months beyond the date agreed under the Grant Agreement, or beyond any extended completion date
approved by the Grantor, it shall pay the total deposit for timely completion of construction as liquidated damages.
If the delay is more than one year, the Grantor is entitled to terminate the Grant Agreement and take back the Land Use Right. In such case, the Grantor shall refund the
Grant Fees for the remaining land use term after deducting the deposit agreed under the Grant Agreement and refund the deposit for timely commencement of
production and relevant bank interests in full to ACM Shengwei.
The Production Start Milestone was originally required to be met prior to January 9, 2024. In December 2022, due to COVID-related delays, ACM filed a request for a
six-month extension, which was granted, and thus such milestone was extended until July 9, 2024. ACM Shengwei expects to receive a new grant agreement, Version
3.0, by the end of March 2023. We cannot guarantee the extension will be met or that ACM Shengwei will be refunded this 20% portion of the performance deposit.
Contractual penalties in the case of a delay of Production Start Milestone:
If ACM Shengwei fails to commence production pursuant to the date agreed under the Grant Agreement or any extended commencement date approved by the Grantor,
ACM Shengwei shall pay the total deposit for timely commencement of production as liquidated damages;
If ACM Shengwei fails to commence production pursuant to the extended commencement of production date, the Grantor is entitled to terminate the Grant Agreement
and take back the Land Use Right. In such case, the Grantor shall refund the Grant Fees for the remaining land use term after deducting the deposit agreed under the
Grant Agreement to ACM Shengwei.
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In addition to the milestones, covenants in the Grant Agreement require that, among other things, ACM Shengwei will be required to pay liquidated damages in the event that:
(a) it does not make a total investment (including the costs of construction, fixtures, equipment and grant fees) of at least RMB 450.0 million ($63.4 million). ACM Shengwei
shall pay the liquidated damages equal to the same proportion of the Grant Fees as the proportion of the actual shortfall amount of investment in the total agreed investment
amount or the investment intensity.
(b) within six years after the Delivery Date, or prior to July 9, 2026, it does not (i) generate a minimum specified amount of annual sales of products manufactured on the
granted land or (ii) pay to the PRC at least RMB 157.6 million ($22.2 million) in annual total taxes (including value-added taxes, corporate income tax, personal income taxes,
urban maintenance and construction taxes, education surcharges, stamp taxes, and vehicle and shipping taxes) as a result of operations in connection with the granted land.
If the total tax revenue of the project fails to reach but is no less than 80% of the standard agreed under the Grant Agreement, ACM Shengwei shall pay 20% of the actual
shortfall amount of the tax revenue as liquidated damages. If the total tax revenue of the project fails to reach 80% of the standard agreed under the Grant Agreement within 1
month after the agreed date of reaching target production, the Grantor is entitled to terminate the Grant Agreement, take back the Land Use Right, and shall refund the Grant
Fees for the remaining land use term to ACM Shengwei.
If the Grant Agreement is terminated because of breach of any terms above, the Grantor shall take back the buildings, fixtures and auxiliary facilities on the land area and
provide ACM Shengwei with corresponding compensation according to the residual value of the buildings, fixtures and auxiliary facilities when they are taken back. The total
cumulative investment of land, buildings and construction in progress related to ACM Shengwei amounted to $35.4 million and $13.3 million at December 31, 2022 and
December 31, 2021, respectively.
How We Evaluate Our Operations
We present information below with respect to four measures of financial performance:
●
●
●
●
We define “shipments” of tools to include (a) a “repeat” delivery to a customer of a type of tool that the customer has previously accepted, for which we recognize
revenue upon delivery, and (b) a “first-time” delivery of a “first tool” to a customer on an approval basis, for which we may recognize revenue in the future if contractual
conditions are met, or if a purchase order is received.
We define “adjusted EBITDA” as net income excluding interest expense (net), income tax benefit (expense), depreciation and amortization, unrealized (gain) loss on
trading securities, and stock-based compensation. We define adjusted EBITDA to also exclude restructuring costs, although we have not incurred any such costs to date.
We define “free cash flow” as net cash provided by operating activities less purchases of property and equipment (net of proceeds from disposals).
We define “adjusted operating income (loss)” as our income (loss) from operations excluding stock-based compensation.
These financial measures are not based on any standardized methodologies prescribed by accounting principles generally accepted in the United States, or GAAP, and are not
necessarily comparable to similarly titled measures presented by other companies.
We have presented shipments, adjusted EBITDA, free cash flow and adjusted operating income (loss) because they are key measures used by our management and board of
directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. We believe that these financial
measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. In particular, we believe that the exclusion
of the expenses eliminated in calculating adjusted EBITDA and adjusted operating income (loss) can provide useful measures for period-to-period comparisons of our core
operating performance and that the exclusion of property and equipment purchases from operating cash flow can provide a usual means to gauge our capability to generate cash.
Accordingly, we believe that these financial measures provide useful information to investors and others in understanding and evaluating our operating results, enhancing the
overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its
financial and operational decision-making.
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Shipments, adjusted EBITDA, free cash flow and adjusted operating income (loss) are not prepared in accordance with GAAP, and should not be considered in isolation of, or as
an alternative to, measures prepared in accordance with GAAP.
Shipments
We consider shipments a key operating metric as it reflects the total value of products delivered to customers and prospective customers by our productive assets.
Shipments consist of two components:
●
●
a shipment to a customer of a type of tool that the customer has previously accepted, for which we recognize revenue when the tool is delivered; and
a shipment to a customer of a type of tool that the customer is receiving and evaluating for the first time, in each case a “first tool,” for which we may recognize revenue at
a later date, subject to the customer’s acceptance of the tool upon the tool’s satisfaction of applicable contractual requirements or subject to the costumer’s subsequent
discretionary commitment to purchase the tool.
“First tool” shipments can be made to either an existing customer that has not previously accepted that specific type of tool in the past ─ for example, a delivery of a SAPS V
tool to a customer that previously had received only SAPS II tools ─ or to a new customer that has never purchased any tool from us.
Shipments for the years ended December 31, 2022, 2021, and 2020 totaled $539 million, $372 million, and $182 million, respectively. Repeat tool shipments in the years ended
December 31, 2022, 2021 and 2020 totaled $288 million, $210 million and $121 million, respectively. First tool shipments for the years ended December 31, 2022, 2021, and
2020 totaled $251 million, $162 million, and $62 million, respectively.
The dollar amount attributed to a “first tool” shipment is equal to the consideration we expect to receive if any and all contractual requirements are satisfied and the customer
accepts the tool, or if the customer subsequently determines in its discretion to purchase the tool. There are a number of limitations related to the use of shipments in evaluating
our business, including that customers have significant, or in some cases total, discretion in determining whether to accept or purchase our tools after evaluation and their
decision not to accept or purchase delivered tools is likely to result in our inability to recognize revenue from the delivered tools. “First tool” shipments reflect the value of
incremental new products under evaluation delivered to our customers or prospective customers for a given period and is used as an internal key metric to reflect future potential
revenue opportunity. The cumulative cost of “first tool” shipments under evaluation at customers which have not been accepted by the customer is carried at cost and reflected
in finished goods inventory (see note 5 to the condensed consolidated financial statements included in this report). “First tool” shipments exclude deliveries to customers for
which ACM does not have a basis to expect future revenue.
Adjusted EBITDA
There are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the nearest GAAP equivalent. Some of these limitations are:
●
●
adjusted EBITDA excludes depreciation and amortization and, although these are non-cash expenses, the assets being depreciated or amortized may have to be replaced in
the future;
we exclude stock-based compensation expense from adjusted EBITDA and adjusted operating income (loss), although (a) it has been, and will continue to be for the
foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy and (b) if we did not pay out a portion of our
compensation in the form of stock-based compensation, the cash salary expense included in operating expenses would be higher, which would affect our cash position;
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●
●
●
●
●
●
●
the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may
exclude from adjusted EBITDA when they report their operating results;
adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;
adjusted EBITDA does not reflect interest expense, or the requirements necessary to service interest or principal payments on debt;
adjusted EBITDA does not reflect income tax expense (benefit) or the cash requirements to pay taxes;
adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted
EBITDA does not reflect any cash requirements for such replacements; and
adjusted EBITDA includes expense reductions and non-operating other income attributable to PRC governmental grants, which may mask the effect of underlying
developments in net income, including trends in current expenses and interest expense, and free cash flow includes the PRC governmental grants, the amount and timing
of which can be difficult to predict and are outside our control.
The following table reconciles net income, the most directly comparable GAAP financial measure, to adjusted EBITDA:
Year Ended December 31,
2022
2021
2020
(in thousands)
% Change
2022 v 2021
Absolute
Change 2022 v
2021
Adjusted EBITDA Data:
Net Income
Interest expense (income), net
Income tax expense (benefit)
Depreciation and amortization
Stock based compensation
Change in fair value of financial liability
Unrealized (gain) loss on trading securities
Adjusted EBITDA
$
$
$
50,564
(7,085)
16,798
5,366
7,730
-
7,855
81,228
$
42,921 $
260
134
2,353
5,117
-
(607)
50,178 $
21,677
85
(2,382)
1,055
5,628
11,964
(12,574)
25,453
17.8% $
-2825.0%
12435.8%
128.0%
51.1%
-
-1394.1%
61.9% $
7,643
(7,345)
16,664
3,013
2,613
-
8,462
31,050
The $31.0 million increase in adjusted EBITDA for the year ended December 31, 2022 as compared to the year ended December 31, 2021 reflected higher income tax expense,
an increase in unrealized loss on trading securities, an increase in net income, an increase in stock-based compensation, and an increase in depreciation and amortization, partly
offset by a negative impact from an increase in interest income, net.
We do not exclude from adjusted EBITDA expense reductions and non-operating other income attributable to PRC governmental grants because we consider and incorporate the
expected amounts and timing of those grants in incurring expenses and capital expenditures. If we did not receive the grants, our cash expenses therefore would be lower, and
our cash position would not be affected, to the extent we have accurately anticipated the amounts of the grants. For additional information regarding our PRC grants, please see
“—Key Components of Results of Operations—PRC Government Research and Development Funding.”
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Free Cash Flow
The following table reconciles net cash provided by (used in) operating activities, the most directly comparable GAAP financial measure, to free cash flow:
Free Cash Flow Data:
Net cash used in operating activities
Purchase of property and equipment
Purchase of land-use-right
Prepayment for property
Purchase of trading securities
Free cash flow
Year Ended December 31,
2022
2021
2020
(in thousands)
% Change
2022 v 2021
Absolute
Change 2022 v
2021
$
$
(62,194) $
(91,094)
-
-
(4,279)
(157,567) $
(40,093) $
(9,153)
-
-
-
(49,246) $
(13,547)
(5,211)
(9,744)
(40,206)
(15,020)
(83,728)
55.1% $
895.2%
-
-
-
220.0% $
(22,101)
(81,941)
-
-
(4,279)
(108,321)
The changes in free cash flow for the years ended December 31, 2022, 2021 and 2020 reflected the factors driving net cash used in operating activities, and an increase of
purchases of property and equipment. Consistent with our methodology for calculating adjusted EBITDA, we do not adjust free cash flow for the effects of PRC government
subsidies, because we take those subsidies into account in incurring expenses and capital expenditures. We do not adjust free cash flow for the effects of time-deposits, which for
our internal purposes are considered as largely similar to cash.
Adjusted Operating Income
Adjusted operating income excludes stock-based compensation from income from operations. Although stock-based compensation is an important aspect of the compensation of
our employees and executives, determining the fair value of certain of the stock-based instruments we utilize involves a high degree of judgment and estimation and the expense
recorded may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards. Furthermore, unlike cash compensation,
the value of stock options, which is an element of our ongoing stock-based compensation expense, is determined using a complex formula that incorporates factors, such as
market volatility, that are beyond our control. Management believes it is useful to exclude stock-based compensation in order to better understand the long-term performance of
our core business and to facilitate comparison of our results to those of peer companies. The use of non-GAAP financial measures excluding stock-based compensation has
limitations. If we did not pay out a portion of our compensation in the form of stock-based compensation, the cash salary expense included in operating expenses would be
higher and our cash holdings would be less. The following tables reflect the exclusion of stock-based compensation, or SBC, from line items comprising income from
operations:
2022
SBC
Actual
(GAAP)
Year Ended December 31,
2021
Adjusted
(Non-
GAAP)
Actual
(GAAP)
Adjusted
(Non-GAAP)
Actual
(GAAP)
SBC
(in thousands)
Revenue
Cost of revenue
Gross profit
$
388,832 $
(205,217)
183,615
- $
(520)
(520)
388,832 $
(204,697)
184,135
259,751 $
(144,895)
114,856
- $
(397)
(397)
259,751 $
(144,498)
115,253
156,624 $
(87,025)
69,599
Operating expenses:
Sales and marketing
Research and development
General and administrative
Income (loss) from operations $
(39,889)
(62,226)
(22,465)
59,035 $
(1,877)
(2,565)
(2,768)
(7,730) $
(38,012)
(59,661)
(19,697)
66,765 $
(26,733)
(34,207)
(15,214)
38,702 $
(1,802)
(1,115)
(1,803)
(5,117) $
(24,931)
(33,092)
(13,411)
43,819 $
(16,773)
(19,119)
(12,215)
21,492 $
2020
SBC
Adjusted
(Non-GAAP)
- $
(175)
(175)
(1,199)
(763)
(3,491)
(5,628) $
156,624
(86,850)
69,774
(15,574)
(18,356)
(8,724)
27,120
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Adjusted operating income for the year ended December 31, 2022, as compared with the year ended December 31, 2021, increased due to a $20.3 million increase in income
from operations partially offset by a $2.6 million increase in stock-based compensation expense. Adjusted operating income for the year ended December 31, 2021, as compared
to December 31, 2020 reflected an increase in operating income of $17.2 million and a decrease in stock-based compensation of $0.5 million.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
As a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also
exposed to credit risk as a result of our normal business activities.
Foreign Currency Exchange Risk
Our consolidated financial statements are presented in U.S. dollars, which is our reporting currency, while the functional currency of our subsidiaries in the PRC is RMB, and the
functional currency of our subsidiary in South Korea is the South Korean Won, or the KRW. Transactions in foreign currencies are initially recorded at the functional currency
rate prevailing at the date of the transactions. Any difference between the initially recorded amount and the settlement amount is recorded as a gain or loss on foreign currency
transaction in our consolidated statements of operations. Monetary assets and liabilities denominated in a foreign currency are translated at the functional currency rate of
exchange as of the date of a consolidated balance sheet. Any difference is recorded as a gain or loss on foreign currency translation in the appropriate consolidated statement of
operations. In accordance with ASC Topic 830, Foreign Currency Matters, we translate the assets and liabilities into U.S. dollars from RMB using the rate of exchange
prevailing at the applicable balance sheet date and the consolidated statements of operations and cash flows are translated at an average rate during the reporting period.
Adjustments resulting from the translation are recorded in stockholders’ equity as part of accumulated other comprehensive income.
The majority of our business is conducted through our ACM Shanghai subsidiary that manufactures and sells our products in various global markets, and we also have operations
in South Korea, the Taiwan Region, the United States, and other countries. We sell the majority of our products in transactions denominated in U.S. dollars; however, we
purchase raw materials, pay wages, and make payments to our supply chain in foreign currencies, primarily RMB, and also the KRW. As a result, our earnings, cash flows and
cash balances are exposed to fluctuations in foreign currency exchange rates. For example, because of our significant manufacturing operations in the PRC, a weakening RMB
is advantageous and a strengthening RMB is disadvantageous to our financial results. At this time, we have not established a formal hedging policy to attempt to reduce the
inherent risks of potential currency fluctuations on our global operations. We report the impact of foreign exchange fluctuations in the other income (expense) line item of our
Consolidated Statements of Operations and Comprehensive Income statements. For 2022, 2021 and 2020, the effect of fluctuations of foreign currencies contributed realized
gains (losses) of $1.7 million, ($0.6 million) and ($4.4 million), respectively.
The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. To date these restrictions have not
had a material impact on us because we have not engaged in any significant transactions that are subject to the restrictions.
Interest Rate Risk
As of December 31, 2022, 2021 and 2020, the balance of our short term bank borrowings (see note 9 in the Notes to Consolidated Financial Statements included herein under
“Item 8. Financial Statements and Supplementary Data.”), mature at various dates within the following year and do not expose us to interest rate risk. As of December 31, 2022,
the balance of our long-term borrowings (see note 12 in the Notes to Consolidated Financial Statements included herein under “Item 8. Financial Statements and Supplementary
Data.”) carries a fixed interest rated and we may be exposed to fair value interest rate risk.
We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors.
We identify risk exposures and monitor and manage such risks on an ongoing basis.
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Item 8.
Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (Armanino LLP, San Ramon, California, PCAOB ID#32)
Report of Independent Registered Public Accounting Firm (BDO China Shu Lun Pan Certified Public Accountants LLP, Shenzhen, China, PCAOB ID#1818)
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
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90
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95
97
98
99
100
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of ACM Research, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of ACM Research, Inc. and subsidiaries (the Company) as of December 31, 2022, and the related consolidated
statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for the year ended December 31, 2022, and the related notes
(collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting
principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over
financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated March 1, 2023, expressed an adverse opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated
financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a
reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to
be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which
they relate.
Revenue Recognition
As described in Notes 2 and 3 to the consolidated financial statements, the Company derives revenue principally from the sale of semiconductor equipment. Revenue from the
sale of semiconductor equipment is recognized when the Company satisfies performance obligations by transferring the control over products promised in the contract with
customer, which is the point in time when the equipment has been demonstrated to meet the customer’s predetermined specifications and is accepted by the customer. For repeat
orders, the Company recognizes revenue upon shipment or delivery, and when legal title to the semiconductor equipment is passed to a customer. For first tool orders, the
Company recognizes revenue upon customer acceptance. These revenue contracts contain multiple performance obligations, such as delivery of goods, installation, training and
software updates. Once these performance obligations are identified, the total contract consideration, including offer of free goods that can be used towards future purchases, is
allocated to the performance obligations.
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•
•
•
•
•
•
Table of Contents
We identified the evaluation of performance obligations and the timing of revenue recognition of those performance obligations as a critical audit matter because the Company’s
revenue contracts have a variety of specifications, payment terms and customer acceptance clauses. Significant judgement is applied by the Company regarding the identified
performance obligations in distinguishing the contract consideration of the systems to be delivered. Auditing the allocation of the total contract consideration to these
performance obligations and evaluating customer acceptance clauses involves especially challenging auditor judgment in evaluating the appropriateness of the Company’s
revenue recognition of various contracts.
The primary procedures we performed to address this critical audit matter included:
•
Tested the design and operating effectiveness of controls over revenue recognition including management’s controls related to the identification and evaluation of
performance obligations in contracts with customers and the allocation of the total contract consideration to these performance obligations, and assessment of contract
terms
Evaluated management’s accounting policies and practices including the reasonableness of management’s judgments and assumptions relating to the timing of revenue
recognition of those performance obligations including evaluation of customer acceptance clauses
Tested a sample of revenue contracts and underlying support documents to evaluate appropriateness of management’s revenue recognition
Tested the completeness and accuracy of management’s calculation of revenue and associated timing of revenue recognized
Valuation of Inventories
As discussed in Notes 2 and 5 to the consolidated financial statements, the Company records inventory at the lower of cost or net realizable value. Obsolete inventory or
inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value based upon assumptions about future demand and market
conditions. If actual demand were to be substantially lower than estimated, there could be a significant adverse impact on the carrying value of inventories and results of
operations.
We identified the evaluation of net realizable value write down adjustments to certain inventories for excess or obsolescence as a critical audit matter. Auditing management’s
estimates for excess and obsolete inventory involved subjective auditor judgment because management’s assessment of whether a write down is required, and the measurement
of any excess of cost over net realizable value, is judgmental and considers a number of qualitative factors that are affected by market and economic conditions outside the
Company’s control.
The primary procedures we performed to address this critical audit matter included:
•
Tested the design and operating effectiveness of internal controls over management’s assessment of inventory valuation, including the development of management’s
assumptions related to future demand and market condition
Evaluated the significant assumptions (e.g., forecasts related to the Company’s future manufacturing schedules, customer demand, technological and/or market
obsolescence, and possible alternative uses) and the underlying data used in management’s excess and obsolete inventory valuation assessment
Evaluated certain inventories for excess or obsolescence by comparing the Company’s sales and inventory consumption forecast to historical sales, historical inventory
usage and known customer orders
Tested the completeness and accuracy of underlying data used in calculating the inventory valuation assessment related to the provisions for excess or obsolescence
Impact on Consolidated Financial Statements of Material Weaknesses in Internal Control Over Reporting - Refer to Management’s Report on Internal Control Over
Financial Reporting
Critical Audit Matter Description
As discussed in Management’s Report on Internal Control Over Financial Reporting, the Company identified material weaknesses in certain components of the Internal Control
—Integrated Framework (2013) issued by COSO. These material weaknesses contribute to the potential for there to have been material accounting errors in substantially all
consolidated financial statement account balances and disclosures, and result in a critical audit matter that required us to increase the extent of our audit effort, including the need
to modify the nature, timing, and extent of our audit procedures.
How the Critical Audit Matter Was Addressed in the Audit
As a result of the material weaknesses, in performing our audit procedures we lowered the threshold for investigating differences between recorded amounts and independent
expectations developed by us that we would have otherwise used, and increased the number of selections we would have otherwise made if the Company’s controls were
designed and operating effectively.
Armanino LLP
We have served as the Company’s auditor since 2022.
San Ramon, California
March 1, 2023
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To the Board of Directors and
Stockholders of ACM Research, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Adverse Opinion on Internal Control over Financial Reporting
We have audited ACM Research, Inc. and subsidiaries’ (the Company’s) internal control over financial reporting as of December 31, 2022, based on criteria established in
Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the
effect of the material weaknesses described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective
internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified
and included in management’s assessment.
The Company did not design and maintain effective internal control over financial reporting based on the criteria established in the COSO framework. Specifically, control
deficiencies constituted material weaknesses, either individually or in the aggregate, related to:
1)
2)
risk assessment procedures and monitoring activities, including insufficient identification and assessment of risks impacting the design, implementation, and operating
effectiveness of internal control over financial reporting, and insufficient evaluation and determination as to whether the components of internal control were present and
functioning.
information technology controls related to: (i) user access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial
applications, programs, and data to appropriate Company personnel; (ii) computer operations controls to ensure that critical information is monitored, and data backups are
authorized and monitored; (iii) appropriate controls to evaluate automated controls; and (iv) appropriate controls to validate the completeness and accuracy of key reports
used within controls across substantially all financial statement areas.
These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this
report does not affect our report dated March 1, 2023, on those consolidated financial statements. We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss),
changes in stockholders’ equity, and cash flows of the Company, and our report dated March 1, 2023, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
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Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Armanino LLP
San Ramon, California
March 1, 2023
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To The Shareholders and Board of Directors
ACM Research, Inc.
Fremont, California
Opinion on the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheet of ACM Research, Inc. and subsidiaries (the “Company”) as of December 31, 2021, the related consolidated
statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2021, and the
related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company at December 31, 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in
conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
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Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
BDO China Shu Lun Pan Certified Public Accountants LLP
We served as the Company’s auditor from 2015 to 2022.
Shenzhen, The People’s Republic of China
March 1, 2022, except for the effects of the common stock split discussed in Notes 1 and 2 to the consolidated financial statements, as to which the date is March 1, 2023.
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ACM RESEARCH, INC.
Consolidated Balance Sheets
(In thousands, except per share data)
Assets
Liabilities and Equity
Table of Contents
Current assets:
Cash and cash equivalents
Restricted cash
Short-term time deposits (note 2)
Trading securities (note 16)
Accounts receivable (note 4)
Income tax receivable
Other receivables
Inventories (note 5)
Advances to related party (note 17)
Prepaid expenses
Total current assets
Property, plant and equipment, net (note 6)
Land use right, net (note 7)
Operating lease right-of-use assets, net (note 11)
Intangible assets, net
Long-term time deposits (note 2)
Deferred tax assets (note 20)
Long-term investments (note 14)
Other long-term assets (note 8)
Total assets
Current liabilities:
Short-term borrowings (note 9)
Current portion of long-term borrowings (note 12)
Related party accounts payable (note 17)
Accounts payable
Advances from customers
Deferred revenue
Income taxes payable (note 20)
FIN-48 payable (note 20)
Other payables and accrued expenses (note 10)
Current portion of operating lease liability (note 11)
Total current liabilities
Long-term borrowings (note 12)
Long-term operating lease liability (note 11)
Deferred tax liability (note 20)
Other long-term liabilities (note 13)
Total liabilities
Commitments and contingencies (note 21)
Equity:
Stockholders’ equity:
Class A Common stock (1) (note 18)
Class B Common stock (1) (note 18)
Additional paid-in capital
Retained earnings
Statutory surplus reserve (note 23)
Accumulated other comprehensive income (loss)
Total ACM Research, Inc. stockholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
December 31,
December 31,
2022
2021
$
$
$
$
$
$
$
247,951
500
70,492
20,209
182,936
-
29,617
393,172
3,322
15,607
963,806
82,875
8,692
2,489
1,255
101,956
6,703
17,459
50,265
1,235,500
56,004
2,322
14,468
101,735
153,773
4,174
3,469
6,686
52,201
1,382
396,214
18,687
1,107
-
7,321
423,329
5
1
604,089
94,426
16,881
(40,546)
674,856
137,315
812,171
1,235,500
$
562,548
519
-
29,498
105,553
1,082
18,979
218,116
2,383
14,256
952,934
14,042
9,667
4,182
477
-
13,166
12,694
45,017
1,052,179
9,591
2,410
7,899
93,451
52,824
3,180
254
2,282
31,735
2,313
205,939
22,957
1,869
1,302
8,447
240,514
5
1
595,045
63,732
8,312
9,109
676,204
135,461
811,665
1,052,179
(1) Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in March 2022. See Note 2 for details.
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
ACM RESEARCH, INC.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(In thousands, except per share data)
Year Ended December 31,
2021
2020
2022
Revenue (note 3)
Cost of revenue
Gross profit
Operating expenses:
Sales and marketing
Research and development
General and administrative
Total operating expenses
Income from operations
Interest income
Interest expense
Change in fair value of financial liability
Realized gain from sale of trading securities
Unrealized gain (loss) on trading securities
Other income (expense), net
Equity income in net income of affiliates
Income before income taxes
Income tax benefit (expense) (note 20)
Net income
Less: Net income attributable to non-controlling interests
Net income attributable to ACM Research, Inc.
Comprehensive income (loss):
Net income
Foreign currency translation adjustment, net of tax
Comprehensive income (loss)
Less: Comprehensive income (loss) attributable to non-controlling interests
Comprehensive income (loss) attributable to ACM Research, Inc.
Net income attributable to ACM Research, Inc. per common share (note 2):
Basic
Diluted
$
$
388,832
205,217
183,615
$
259,751
144,895
114,856
156,624
87,025
69,599
16,773
19,119
12,215
48,107
21,492
897
(982)
(11,964)
-
12,574
(3,377)
655
19,295
2,382
21,677
2,897
18,780
21,677
10,493
32,170
6,858
25,312
26,733
34,207
15,214
76,154
38,702
505
(765)
-
-
607
(631)
4,637
43,055
(134)
42,921
5,164
37,757
42,921
4,695
47,616
5,607
42,009
$
$
$
0.65
0.58
$
$
0.34
0.30
39,889
62,226
22,465
124,580
59,035
8,740
(1,655)
-
1,116
(7,855)
3,315
4,666
67,362
(16,798)
50,564
11,301
39,263
50,564
(59,102)
(8,538)
1,854
(10,392)
0.66
0.59
$
$
$
$
$
$
$
$
$
$
Weighted average common shares outstanding used in computing per share amounts (note 2):
Basic (1)
Diluted (1)
59,235,975
65,341,771
57,654,708
65,356,716
54,700,083
63,550,407
(1) Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in March 2022. See Note 2 for details.
The accompanying notes are an integral part of these consolidated financial statements.
98
Shares (1) Amount Shares (1) Amount
48,546,453 $
-
5 5,587,824 $
-
-
1 $
-
Additional Paid-
in Capital
Retained
earnings
Statutory
Surplus
Reserve
Accumulated Other
Comprehensive
Income
Table of Contents
ACM RESEARCH, INC.
Consolidated Statement of Changes in Stockholders’ Equity
(In thousands, except per share data)
Common
Stock Class A
Common
Stock Class B
Balance at December 31, 2019
Net income
Appropriation to statutory surplus
reserves
Foreign currency translation adjustment
Exercise of stock options
Stock-based compensation
Conversion of class B common shares
to Class A common shares
Share cancellation (note 16)
Issuance of warrants (note 16)
Exercise of stock warrants
Reclassification of redeemable non-
controlling interest
Balance at December 31, 2020
Net income
Appropriation to statutory surplus
reserves
Foreign currency translation adjustment
Exercise of stock options
Stock-based compensation
Exercise of stock warrants
Conversion of Class B common stock
to Class A common stock
Proceeds from a subsidiary equity
issuance, net of issuance costs
Balance at December 31, 2021
Net income
Appropriation to statutory surplus
reserves
Foreign currency translation adjustment
Exercise of stock options
Stock-based compensation
Conversion of Class B common stock
-
-
2,497,512
-
-
-
-
-
-
-
-
-
180,006
(728,043)
-
194,151
- (180,006)
-
-
-
-
-
-
-
50,690,079
-
-
5 5,407,818
-
-
-
1,870,803
-
728,043
-
-
-
-
-
-
-
-
-
-
-
-
320,004
- (320,004)
-
53,608,929
-
-
5 5,087,814
-
-
-
980,354
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
1
-
-
-
-
-
83,483 $ 14,436 $
- 18,780
1,071 $
-
-
-
2,745
5,628
(3,317)
-
-
-
3,317
-
-
-
-
(9,715)
19,859
-
-
-
-
-
-
-
102,000 29,899
- 37,757
-
-
3,430
5,117
1,820
(3,924)
-
-
-
-
-
-
-
-
-
4,388
-
3,924
-
-
-
-
482,678
-
595,045 63,732
- 39,263
-
-
1,314
7,730
(8,569)
-
-
-
-
8,312
-
8,569
-
-
-
Non-
controlling
interests Total Equity
97,321
21,034
- $
2,254
(1,675) $
-
-
6,532
-
-
-
4,808
-
-
-
-
-
-
-
-
-
-
-
11,340
2,745
5,628
-
(9,715)
19,859
-
-
4,857
59,958
67,020
-
5,164
59,958
208,170
42,921
-
4,252
-
-
-
-
443
-
-
-
-
4,695
3,430
5,117
1,820
-
9,109
62,834
135,461
-
11,301
-
(49,655)
-
-
-
(9,447)
-
-
545,512
811,665
50,564
-
(59,102)
1,314
7,730
-
-
(40,546) $ 137,315 $
-
812,171
-
-
-
-
-
-
to Class A common stock
Balance at December 31, 2022
66,003
54,655,286 $
-
(66,003)
5 5,021,811 $
-
1 $
-
-
604,089 $ 94,426 $ 16,881 $
-
(1) Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in March 2022. See Note 2 for details.
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
ACM RESEARCH, INC.
Consolidated Statements of Cash Flows
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income from operations to net cash used in operating activities
Year Ended December 31,
2021
2020
2022
$
50,564
$
42,921
$
21,677
Depreciation and amortization
Loss on disposals of property, plant and equipment
Realized gain on trading securities
Equity income in net income of affiliates
Unrealized loss (gain) on trading securities
Deferred income taxes
Stock-based compensation
Change in fair value of financial liability
Net changes in operating assets and liabilities:
Accounts receivable
Income tax recoverable
Other receivables
Inventories
Advances to related party (note 17)
Prepaid expenses
Other long-term assets
Related party accounts payable (note 17)
Accounts payable
Advances from customers
Deferred revenue
Income taxes payable
FIN-48 payable
Other payables and accrued expenses
Other long-term liabilities
Net cash used in operating activities
Cash flows from investing activities:
Purchase of property and equipment
Purchase of intangible assets
Purchase of land-use-right
Purchase of trading securities
Prepayment for property
Increase of time deposits
Proceeds from selling trading securities
Investments in affiliates
Dividends from unconsolidated affiliates
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Repayments of notes payable
Proceeds from exercise of stock options
Proceeds from a subsidiary equity issuance, net of issuance costs
Proceeds from warrant exercise to common stock
Net cash provided by financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental disclosure of cash flow information:
Interest paid, net of capitalized interest
Cash paid for income taxes
Reconciliation of cash, cash equivalents and restricted cash in consolidated statements of cash flows:
Cash and cash equivalents
Restricted cash
Cash, cash equivalents and restricted cash
Non-cash financing activities:
Warrant conversion to common stock
Share cancellation
Cashless exercise of stock options
Issuance of warrant for settlement of financial liability and cancellation of note receivable
Non-cash investing activities:
Transfer of prepayment for property to property, plant and equipment
5,366
(12)
(1,116)
(4,666)
7,855
4,027
7,730
-
(88,655)
-
(7,331)
(193,314)
(939)
(3,695)
3,986
6,569
17,501
104,258
994
3,236
4,404
23,406
(2,362)
(62,194)
(91,094)
(1,426)
-
(4,279)
-
(172,448)
4,577
(1,000)
-
(265,670)
56,004
(9,224)
-
(2,223)
-
1,314
-
-
45,871
2,353
-
-
(4,637)
(607)
(1,840)
5,117
-
(47,624)
(1,082)
(8,420)
(127,656)
(776)
(9,830)
(4,521)
3,806
61,405
34,831
226
2,200
10,551
3,180
310
(40,093)
(9,153)
(559)
-
-
-
-
-
(1,568)
-
(11,280)
22,884
(39,809)
7,056
(2,127)
-
3,430
545,512
1,820
538,766
$
$
$
$
$
$
$
$
$
$
$
$
(32,623)
(314,616)
$
$
563,067
248,451
$
3,908
491,301
$
$
71,766
563,067
$
1,655
3,586
$
$
765
1,132
$
$
247,951
500
248,451
-
-
221
-
$
$
$
$
$
$
41,497
$
$
$
$
$
$
$
562,548
519
563,067
-
-
137
-
-
1,055
25
-
(655)
(12,574)
(4,085)
5,628
11,964
(22,085)
-
(6,882)
(40,768)
(1,259)
(2,259)
(99)
2,878
18,397
8,578
(3,137)
(83)
5,236
1,343
3,558
(13,547)
(5,211)
(324)
(9,744)
(15,020)
(40,206)
-
-
-
555
(69,950)
32,573
(20,234)
19,699
(129)
(1,820)
2,745
-
-
32,834
4,570
(46,093)
117,859
71,766
982
4,971
71,766
-
71,766
399
9,715
-
19,859
-
The accompanying notes are an integral part of these consolidated financial statements.
100
Table of Contents
NOTE 1 – DESCRIPTION OF BUSINESS
ACM RESEARCH, INC.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)
ACM Research, Inc. (“ACM”) and its subsidiaries (collectively with ACM, the “Company”) develop, manufacture and sell single-wafer wet cleaning equipment used to improve
the manufacturing process and yield for advanced integrated chips. The Company markets and sells its single-wafer wet-cleaning equipment, under the brand name “Ultra C,”
based on the Company’s proprietary Space Alternated Phase Shift (“SAPS”) and Timely Energized Bubble Oscillation (“TEBO”) technologies. These tools are designed to
remove random defects from a wafer surface efficiently, without damaging the wafer or its features, even at increasingly advanced process nodes.
ACM was incorporated in California in 1998, and it initially focused on developing tools for manufacturing process steps involving the integration of ultra-low-K materials and
copper. The Company’s early efforts focused on stress-free copper-polishing technology, and it sold tools based on that technology in the early 2000s.
In 2006, the Company established its operational center in Shanghai in the People’s Republic of China (the “PRC”), where it operates through ACM’s subsidiary, ACM Research
(Shanghai), Inc. (“ACM Shanghai”). ACM Shanghai was formed to help establish and build relationships with integrated circuit manufacturers in the PRC, and the Company
initially financed its Shanghai operations in part through sales of non-controlling equity interests in ACM Shanghai.
In 2007, the Company began to focus its development efforts on single-wafer wet-cleaning solutions for the front-end chip fabrication process. The Company introduced its
SAPS megasonic technology, which can be applied in wet wafer cleaning at numerous steps during the chip fabrication process, in 2009. It introduced its TEBO technology,
which can be applied at numerous steps during the fabrication of small node two-dimensional conventional and three-dimensional patterned wafers, in March 2016. The
Company has designed its equipment models for SAPS and TEBO solutions using a modular configuration that enables it to create a wet-cleaning tool meeting the specific
requirements of a customer, while using pre-existing designs for chamber, electrical, chemical delivery and other modules. In August 2018, the Company introduced its Ultra-C
Tahoe wafer cleaning tool, which can deliver high cleaning performance with significantly less sulfuric acid than typically consumed by conventional high-temperature single-
wafer cleaning tools. Based on its electro-chemical plating (“ECP”) technology, the Company introduced in March 2019 its Ultra ECP AP, or “Advanced Packaging,” tool for
bumping, or applying copper, tin and nickel to semiconductor wafers at the die-level, and its Ultra ECP MAP, or “Multi-Anode Partial Plating,” tool to deliver advanced
electrochemical copper plating for copper interconnect applications in front-end wafer fabrication processes. The Company also offers a range of custom-made equipment,
including cleaners, coaters and developers, to back-end wafer assembly and packaging factories, principally in the PRC.
In 2011, ACM Shanghai formed a wholly owned subsidiary in the PRC, ACM Research (Wuxi), Inc. (“ACM Wuxi”), to manage sales and service operations.
In November 2016, ACM re-domesticated from California to Delaware pursuant to a merger in which ACM Research, Inc., a California corporation, was merged into a newly
formed, wholly owned Delaware subsidiary, also named ACM Research, Inc.
In June 2017, ACM formed a wholly owned subsidiary in Hong Kong, CleanChip Technologies Limited (“CleanChip”), to act on the Company’s behalf in Asian markets outside
the PRC by, for example, serving as a trading partner between ACM Shanghai and its customers, procuring raw materials and components, performing sales and marketing
activities, and making strategic investments.
In August 2017, ACM purchased 18.77% of ACM Shanghai’s equity interests held by Shanghai Science and Technology Venture Capital Co., Ltd. On November 8, 2017, ACM
purchased the remaining 18.36% of ACM Shanghai’s equity interest held by third parties, Shanghai Pudong High-Tech Investment Co., Ltd. (“PDHTI”) and Shanghai
Zhangjiang Science & Technology Venture Capital Co., Ltd. (“ZSTVC”). At December 31, 2017, ACM owned all of the outstanding equity interests of ACM Shanghai, and
indirectly through ACM Shanghai, owned all of the outstanding equity interests of ACM Wuxi.
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Table of Contents
On September 13, 2017, ACM effectuated a 1-for-3 reverse stock split of Class A and Class B common stock. Unless otherwise indicated, all share numbers, per share amount,
share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have been adjusted retrospectively to reflect the
reverse stock split.
On November 2, 2017, the Registration Statement on Form S-1 (File No. 333- 220451) for ACM’s initial public offering of Class A common stock (the “IPO”) was declared
effective by the U.S. Securities and Exchange Commission. Shares of Class A common stock began trading on the Nasdaq Global Market on November 3, 2017, and the closing
for the IPO was held on November 7, 2017.
In December 2017, ACM formed a wholly owned subsidiary in the Republic of Korea, ACM Research Korea CO., LTD. (“ACM Korea”), to serve customers based in the
Republic of Korea and perform sales, marketing, research and development activities for new products and solutions.
In March 2019, ACM Shanghai formed a wholly owned subsidiary in the PRC, Shengwei Research (Shanghai), Inc. (“ACM Shengwei”), to manage activities related to the
addition of future long-term production capacity.
In June 2019, CleanChip formed a wholly owned subsidiary in California, ACM Research (CA), Inc. (“ACM California”), to provide procurement services on behalf of ACM
Shanghai.
In June 2019, ACM announced plans to complete over the next three years a listing (the “STAR Listing”) of shares of ACM Shanghai on the Shanghai Stock Exchange’s new
Sci-Tech innovAtion boaRd, known as the STAR Market, and a concurrent initial public offering (the “STAR IPO”) of ACM Shanghai shares in the PRC. ACM Shanghai is
currently ACM’s primary operating subsidiary, and at the time of announcement, was wholly owned by ACM. To meet a STAR Listing requirement that it have multiple
independent stockholders in the PRC, ACM Shanghai completed private placements of its shares in June and November 2019, following which, as of September 30, 2020, the
private placement investors held a total of 8.3% of the outstanding shares of ACM Shanghai and ACM Research held the remaining 91.7%. As part of the STAR Listing process,
in June 2020 the ownership interests held by the private investors were reclassified from redeemable non-controlling interests to non-controlling interests as the redemption
feature was terminated.
In preparation for the STAR IPO, ACM completed a reorganization in December 2019 that included the sale of all of the shares of CleanChip by ACM to ACM Shanghai for
$3,500. The reorganization and sale had no impact on ACM’s consolidated financial statements.
In August 2021, ACM formed a wholly owned subsidiary in Singapore, ACM research (Singapore) PTE, Ltd. to perform sales, marketing, and other business development
activities.
In November 2021, ACM’s operating subsidiary ACM Shanghai, completed its STAR IPO and its shares began trading on the STAR Market. In the STAR IPO, ACM Shanghai
issued 43,355,753 shares, representing 10% of the total 433,557,100 shares outstanding after the issuance. The shares were issued at a public offering price of RMB 85.00 per
share, and the net proceeds of the STAR IPO, after issuance costs, totaled $545,512. Upon completion of the STAR IPO, ACM owned 82.5% of the outstanding ACM Shanghai
shares.
In February 2022, ACM Shanghai formed a wholly owned subsidiary in China, ACM Research (Beijing), Inc. (“ACM Beijing”), to perform sales, marketing and other business
development activities.
In March 2022, ACM formed a wholly owned subsidiary in South Korea, Hanguk ACM CO., LTD, to perform business development and other related activities.
In March 2022, the Board of Directors of ACM declared a 3-for-1 stock split of Class A and Class B common stock effected in the form of a stock dividend (the “Stock Split”).
Each stockholder of record at the close of business on March 16, 2022, received a dividend of two additional shares of Class A common stock for each then-held share of Class
A common stock and two additional shares of Class B common stock for each then-held share of Class B common stock, which were distributed after the close of trading on
March 23, 2022. Unless otherwise indicated, all share numbers, per share amount, share prices, exercise prices and conversion rates set forth in these notes and the
accompanying consolidated financial statements have been adjusted retrospectively to reflect the Stock Split.
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Table of Contents
The Company has direct or indirect interests in the following subsidiaries:
Name of subsidiaries
ACM Research (Shanghai), Inc.
ACM Research (Wuxi), Inc.
CleanChip Technologies Limited
ACM Research Korea CO., LTD.
Shengwei Research (Shanghai), Inc.
ACM Research (CA), Inc.
ACM Research (Cayman), Inc.
ACM Research (Singapore) PTE. Ltd.
ACM Research (Beijing), Inc.
Hanguk ACM CO., LTD
Place and date of
incorporation
PRC, May 2005
PRC, July 2011
Hong Kong, June 2017
Korea, December 2017
PRC, March 2019
USA, April 2019
Cayman Islands, April 2019
Singapore, August 2021
PRC, February 2022
Korea, March 2022
Effective interest held as at
December 31,
2022
82.5%
82.5%
82.5%
82.5%
82.5%
82.5%
100.0%
100.0%
82.5%
100.0%
2021
82.5%
82.5%
82.5%
82.5%
82.5%
82.5%
100.0%
100.0%
-
-
1. ACM Research (Lingang) Inc., or ACM Lingang, is the English name referred to by its Chinese language name Shengwei Research (Shanghai), Inc. in prior filings
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Company’s consolidated financial statements include the accounts of ACM and its subsidiaries, including ACM Shanghai and its subsidiaries, which include ACM Wuxi,
ACM Shengwei, ACM Beijing and CleanChip (the subsidiaries of which include ACM California and ACM Korea). ACM’s subsidiaries are those entities in which ACM,
directly and indirectly, controls more than one half of the voting power. All significant intercompany transactions and balances have been eliminated upon consolidation.
COVID-19 Assessment
The worldwide COVID-19 health pandemic and related government and private sector responsive actions have adversely affected the economies and financial markets of many
countries and specifically have negatively impacted the Company’s business operations, including in the PRC and the United States. The continuation of the COVID-19
pandemic could continue to result in economic uncertainty and global economic policies that could reduce demand for the Company’s products and its customers’ chips and have
a material adverse impact on the Company’s business, operating results and financial condition.
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The Company conducts substantially all of its product development, manufacturing, support and services in the PRC, and those activities have been directly impacted by
COVID-19 and related restrictions on transportation and public appearances.
•
•
•
•
In March 2022, several regions in China began to experience elevated levels of COVID-19 infections, and the PRC government instituted policies to restrict the spread of
the virus. The policies began with an increase of “spot quarantines,” under which a positive polymerase chain reaction (PCR) or other test would result in the quarantining of
individual buildings, groups of buildings, or even full neighborhoods. The policies were later expanded to full-city quarantines, including in the City of Shanghai, where
substantially all of ACM Shanghai’s operations are located. COVID-19 related restrictions in Shanghai began to limit employee access to, and logistics activities of, ACM
Shanghai’s offices and production facilities in the Pudong district of Shanghai in March 2022, and therefore limited ACM Shanghai’s ability to ship finished products to
customers and to produce new products. Spot quarantines in mid-March 2022 began to impact a number of ACM Shanghai’s employees and led to a closure of ACM
Shanghai’s administrative and R&D offices in Zhangjiang in the Pudong district. A subsequent quarantine of the entire Pudong region of Shanghai was imposed in late
March 2022 and impacted the operation of ACM Shanghai’s Chuansha production facility. Although the facility remained partially operational with a number of personnel
staying on-site for a prolonged period, the level of production declined significantly versus more normal levels. Furthermore, a number of the Company’s customers have
substantial operations based in operations areas of the PRC, including in the City of Shanghai, subject to full-city restrictions, which began limiting the operations of those
customers since the first quarter of 2022, including inhibiting their ability to receive, implement and operate new tools for their manufacturing facilities. As a result, in some
cases, ACM Shanghai was required to defer shipments of finished products to these customers because of operational and logistical limitations affecting customers other
than, or in addition to, ACM Shanghai.
In late April 2022, ACM Shanghai began to increase the level of its operations at the Chuansha manufacturing site using the “closed loop method,” in which a limited
collection of workers remain together as a group between a single hotel, the ACM Shanghai facility, and a dedicated bus transportation route, also referred to as “two spots
and one line,” and had resumed substantially all of its Chuansha manufacturing site operations by the end of the second quarter of 2022. On July 1, 2022, the Company
transitioned operations at the Chuansha facility to a more normal production process, in which workers were able to return home following their factory shifts.
In mid-June 2022, substantially all of ACM Shanghai’s R&D and administrative employees were allowed to return to work at the ZhangJiang facility following a 6–8-week
period of restricted access during which many employees had continued to work from home. ACM Shanghai established several policies to help avoid or limit future
outbreaks among employees and aimed at protecting employee safety and limiting the possibility of a facility reclosing. The effects of the PRC restrictions continued for
several months, with a gradual return of PRC operations, production capacity, and global logistics as Shanghai and other areas in the PRC began to reopen. The Company
cannot assure you that closures or reductions of PRC operations or production, whether of ACM Shanghai or of some of its key customers, may not be extended in the future
as the result of business interruptions arising from protective measures being taken by the PRC and other governmental agencies or of other consequences of COVID-19.
In December 2022, the PRC government relaxed its zero-COVID policies, which resulted in large scale COVID-19 infections throughout China, including Shanghai. A
significant number of ACM Shanghai employees were also infected, and in many cases missed work for one or several weeks, which caused administrative and operational
challenges in late 2022 and early 2023. The Company cannot assure you that illnesses of ACM Shanghai employees, or of its customers, suppliers or other third parties,
may not result in closures, reductions of PRC operations or production, or additional administrative inefficiencies in the upcoming months or quarters.
During the first six months of 2022, the Company experienced a negative impact to revenue and shipments as a result of restricted access and logistics to its Shanghai-based
production and administrative facilities. Thirteen tools amounting to $13 million in revenue and $24 million in shipments that could not be shipped to customers in the three-
months ended March 31, 2022 were subsequently shipped in the three months ended June 30, 2022. As a result of the restrictions, the Company experienced a modest increase to
operational costs due to increased logistics costs and inefficiencies that resulted from the restrictions, and an increase in cash used in operations due in part to an increase in
accounts receivables that resulted from a shift of shipments towards the latter part of the period.
During the year ended December 31, 2022, the Company experienced general inefficiencies in administrative, research and development and other activities due to some
employees who were required to quarantine ‘in place’ at their residence due presumably to the detected possible exposure to COVID infections. In many cases, the employees
were able to work remotely to mitigate the effects. With the relaxation of the PRC’s zero-COVID policies in December 2022, and the subsequent widespread infections of
China’s population, the Company anticipates potential impacts to its PRC operations for the foreseeable future.
The Company’s corporate headquarters are located in Fremont, California. The effects of actions taken by local governmental agencies in the future may negatively impact
productivity, disrupt the business of the Company and delay timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other
limitations on the Company’s ability to conduct its business in the ordinary course.
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To date, the Company’s operations in South Korea, including the R&D center and production facilities of ACM Korea and the business development activities of Hanguk ACM
CO., LTD, have been largely unaffected directly by government restrictions relating to the COVID-19 pandemic.
The worldwide prolonged and broad-based shift to remote working environments resulting from COVID-19 continues to create inherent productivity, connectivity, and oversight
challenges and could affect the Company’s ability to enhance, develop and support existing products and services, detect and prevent spam and problematic content, hold product
sales and marketing events, and generate new sales leads. In addition, the changed environment under which the Company is operating could have an effect on its internal
controls over financial reporting as well as its ability to comply with a number of timing and quality requirements. Additional or extended governmental quarantines, restrictions
or regulations could significantly impact the ability of the Company’s employees and vendors to work productively. Governmental restrictions have been inconsistent globally
and it remains unclear when a return to worksite locations or travel will be permitted or what restrictions will be in place in those environments.
Use of Estimates
The preparation of the 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
consolidated financial statements and accompanying notes. The Company’s significant accounting estimates and assumptions include, but are not limited to, those used for the
valuation and recognition of fair value of trading securities, stock-based compensation arrangements, realization of deferred tax assets, assessment for impairment of long-lived
assets, allowance for doubtful accounts, inventory valuation for excess and obsolete inventories, lower of cost and market value or net realizable value of inventories, depreciable
lives of property and equipment and useful life of intangible assets.
Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates and assumptions.
Common Stock Split
All prior period share and per share amounts, common stock, other capital, and retained earnings information presented in the accompanying financial statements and these notes
thereto has been retroactively adjusted to reflect the impact of the Stock Split. Proportional adjustments were also made to outstanding awards under the Company’s stock-based
compensation plans.
Reclassifications
Certain prior year amounts in the notes to the Consolidated Financial Statements have been reclassified to conform with the current year presentation. These classifications
within the statements had no impact on the Company’s results of operations.
Restrictions by the U.S. Department of Commerce on PRC-Based Semiconductor Producers
In early October 2022 the U.S. government enacted new rules aimed at restricting U.S. support for the PRC’s ability to manufacture advanced semiconductors. The rules include
new export license requirements for exports, re-exports or transfers to or within the PRC of additional types of semiconductor manufacturing items, items for use in
manufacturing designated types of semiconductor manufacturing equipment in the PRC, and semiconductor manufacturing equipment for use at certain IC manufacturing and
development facilities in the PRC. In addition, the U.S. government imposed new restrictions by which U.S. persons anywhere in the world are effectively barred from engaging
in certain activities related to the development and production of certain semiconductors at PRC fabrication facilities meeting specified criteria, even if no items subject to the
EAR are involved.
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ACM Shanghai has determined that several of its customers have PRC-based facilities that meet the restricted criteria, and has also determined that several of its products may
meet the parameters of export control classification numbers, or ECCNs, affected by the restrictions. Accordingly, depending on the details of the final implementation of these
new restrictions and associates licensing policies, ACM may not be able to import, or may face substantial restrictions in importing, parts from the United States to support tool
shipments to such facilities, or to be embedded into tools defined by affected ECCNs. ACM and ACM Shanghai have implemented modifications to their existing business
policies and practices in response to the new restrictions, including by imposing limitations on the activities of their U.S. persons and their supply chains more broadly to comply
with the new regulations.
ACM and ACM Shanghai believe that as a result of the new restrictions, several ACM Shanghai customers have significantly reduced production and related capital spending at
facilities meeting the restricted advanced node capabilities. In addition, ACM Shanghai has experienced challenges as the companies in its supply chain adapt their policies to the
new regulations. These factors had an adverse impact on ACM Shanghai’s shipments and sales in the three months ended December 31, 2022. ACM and ACM Shanghai
anticipate these factors will continue to have an adverse impact on ACM Shanghai’s shipments and sales in future periods.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and 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.
The following table presents cash and cash equivalents, according to jurisdiction as of December 31, 2022 and December 31, 2021:
United States
Mainland China
China Hong Kong
South Korea
Singapore
Total
December 31,
2022
2021
25,011 $
129,695
89,187
4,007
51
247,951 $
34,852
469,494
52,527
5,675
-
562,548
$
$
The amounts in mainland China do not include short-term and long-term time deposits which totaled $172,448 and $0 at December 31, 2022 and 2021, respectively.
Cash held in the U.S. exceeds the Federal Deposit Insurance Corporation (“FDIC”) insurance limits and is subject to risk of loss. No losses have been experienced to date.
Cash amounts held by ACM Shanghai at PRC banks in mainland China are subject to a series of risk control regulatory standards from PRC bank regulatory authorities. ACM
Shanghai is required to obtain approval from the State Administration of Foreign Exchange (“SAFE”) to transfer funds into or out of the PRC. SAFE requires a valid agreement
to approve the transfers, which are processed through a bank. Other than these PRC foreign exchange restrictions, ACM Shanghai is not subject to any PRC restrictions and
limitations on its ability to transfer funds to ACM Research or among our other subsidiaries. However, cash held by ACM Shanghai 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. For these transactions, ACM Shanghai makes cash payments to ACM California in
accordance with applicable transfer pricing arrangements. For the year ended December 31, 2022, cash payments from ACM Shanghai to ACM California for the procurement
of goods was $37.0 million and for services was $3.3 million. 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.
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For sales through CleanChip and ACM Research, a certain amount of sales or advance payments from customer proceeds is repatriated back to ACM Shanghai, a subsidiary, 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, Inc. in accordance with applicable transfer pricing arrangements.
Subsequent to June 30, 2020, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, no cash transfers, dividends or other
payments or distributions have been made between ACM Research and ACM Shanghai. The Company intends to retain any future earnings to finance the operations and
expenses of the business, and do not expect to distribute earnings or declare or pay any dividends in the foreseeable future.
Amounts held in South Korea exceed the Korea Deposit Insurance Corporation (“KDIC”) insurance limits and are 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., South Korea, and Hong Kong.
For the years ended December 31, 2022 and 2021, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, no transfers,
dividends, or distributions have been made between ACM Research and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock.
Time Deposits
Time deposits are deposited with banks in mainland China with fixed terms and interest rates which cannot be withdrawn before maturity. They are also subject to the risk
control regulatory standards described above upon maturity. Time deposits consisted of the following:
Deposit in China Merchant Bank which matures on January 29, 2023 with an annual interest rate of 2.25%
Deposit in China Everbright Bank which matures on January 29, 2023 with an annual interest rate of 2.25%
Deposit in China Everbright Bank which matures on May 22, 2023 with an annual interest rate of 5.07%
Deposit in China Industrial Bank which matures on January 30, 2023 with an annual interest rate of 2.15%
Deposit in China Merchant Bank which matures on January 29, 2024 with an annual interest rate of 2.85%
Deposit in Bank of Ningbo which matures on February 17, 2024 with an annual interest rate of 2.85%
Deposit in Shanghai Pudong Development Bank which matures on October 20, 2025 with an annual interest rate of 3.10%
Deposit in Shanghai Pudong Development Bank which matures on November 14, 2025 with an annual interest rate of 3.10%
Deposit in Shanghai Pudong Development Bank which matures on December 8, 2025 with an annual interest rate of 3.10%
Deposit in Shanghai Pudong Development Bank which matures on December 15, 2025 with an annual interest rate of 3.10%
Deposit in Shanghai Pudong Development Bank which matures on December 30, 2025 with an annual interest rate of 3.10%
107
December 31,
2022
2021
$
$
38,772
14,360
3,000
14,360
28,720
43,080
7,180
7,180
4,308
4,308
7,180
172,448
$
$
-
-
-
-
-
-
-
-
-
-
-
-
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For the years ended December 31, 2022 and 2021, respectively, interest income related to time deposits was $3,472 and $0, respectively.
Accounts Receivable
Accounts receivable are presented net of an allowance for doubtful accounts. The Company reviews its accounts receivable on a periodic basis and makes general and specific
allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many
factors, including the age of the balance, a customer’s historical payment history and credit worthiness, current economic trends and reasonable and supportable forecasts.
Accounts are written off after all collection efforts have been exhausted. At December 31, 2022, and 2021, the Company, based on a review of its outstanding balances and its
customers, determined the allowance for doubtful accounts was both $0.
Land Use Right, Net
The land use right represents the cost to purchase a right to use state-owned land in the PRC with lease terms of 50 years expiring in 2070, for which an upfront lump-sum
payment was made during the year ended December 31, 2020. The Company classifies the land use right as non-current assets on the consolidated balance sheets (note 7).
The land use right is carried at cost less accumulated amortization and impairment losses, if any. Amortization is computed using the straight-line method over the term specified
in the land use right certificate, which is 50 years.
Inventory
Inventory consists of raw materials and related goods, work-in-progress, finished goods, and other consumable materials such as spare parts. Finished goods typically are
shipped from the Company’s warehouse within one month of completion.
Inventory was recorded at the lower of cost or net realizable value at December 31, 2022 and 2021.
●
●
The cost of a general inventory item is determined using the weighted moving average method. Under the weighted moving average method, the Company calculates the
new average price of all items of a particular inventory stock each time one or more items of that stock are purchased. The then-current average price of the stock is used
for purposes of determining cost of inventory or cost of revenue. The cost of an inventory item purchased specifically for a customized product is determined using the
specific identification method. Low-cost consumable materials and packaging materials are expensed as incurred.
Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete or dispose.
The Company assesses the recoverability of all inventories quarterly to determine if any adjustments are required. Potential excess or obsolete inventory is written off based on
management’s analysis of inventory levels and estimates of future 12-month demand and market conditions.
Property, Plant and Equipment, Net
Property, Plant and Equipment are recorded at cost less accumulated depreciation and any provision for impairment in value. Depreciation begins when the asset is placed in
service and is calculated by using the straight-line method over the estimated useful life of an asset (or, if shorter, over the lease term). Betterments or renewals are capitalized
when incurred. Property, plant, and equipment is reviewed each year to determine whether any events or circumstances indicate that the carrying amount of the assets may not be
recoverable. There was no impairment charge that was recognized for the years ended December 31, 2022 and 2021.
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Estimated useful lives of assets are as follows:
Buildings and Plants
Computer and office equipment
Furniture and fixtures
Leasehold improvements
Electronic equipment
Manufacturing equipment
Transportation equipment
30 years
3 to 5 years
5 years
shorter of lease term or estimated useful life
3 to 5 years
for small to medium-sized equipment, 5 to 10 years; for large equipment,
estimated by purchasing department at time of acceptance
4 to 5 years
Expenditures for maintenance and repairs that neither materially add to the value of the property nor appreciably prolong the life of the property are charged to expense as
incurred. Upon retirement or sale of an asset, the cost of the asset and the related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is
credited or charged to income.
Intangible Assets, Net
Intangible assets consist of capitalized software license and other related fees for items used for finance, manufacturing, and research and development purposes. Assets are
valued at cost at the time of acquisition and are amortized over their beneficial periods. If a contract specifies a license period, then the intangible asset is amortized over a term
not exceeding the license period. For those intangible assets with contracts that do not specify a license term or for which local law does not specify a license term, management
estimates the amortization period based on the period over which the asset is expected to contribute directly or indirectly to the cash flows in accordance with ASC 350,
Intangibles—Goodwill and Other. The Company estimated these intangible assets have a useful life of 10 years or less, and accordingly, they are amortized up to 10 years. As of
December 31, 2022 and December 31, 2021, there was no impairment charge that was recognized.
Investments
The Company uses the equity method of accounting for its investment in, and earning or loss of, companies that it does not control but over which it does exert significant
influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in
circumstances indicate that the recorded value may not be recoverable. The Company reviews its investments for other-than-temporary impairment whenever events or changes
in business circumstances indicate that the carrying value of the investment may not be fully recoverable. Investments identified as having an indication of impairment are
subject to further analysis to determine if the impairment is other-than-temporary and this analysis requires estimating the fair value of the investment. The determination of fair
value of the investment involves considering factors such as current economic and market conditions, the operating performance of the entities including current earnings trends
and forecasted cash flows, and other company and industry specific information. If the Company considers any decline to be other than temporary (based on various factors,
including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value. See note 14 for discussion of equity
method investment.
The Company elects to measure its investments in other equity securities that the Company does not have control nor significant influence on the investee at cost minus
impairment, if any for those equity securities without a readily determinable fair value.
All marketable securities are classified as trading securities and trading securities and are stated at fair market value, less a discount applied to reflect the remaining lock-up
period when the securities are subject to lock-up period. Fair market value is determined by the most recently traded price of the security at the balance sheet date. Net realized
and unrealized gains and losses on trading securities are included in the consolidated statements of operations. The cost of investments sold is based on the average cost method.
Interest and dividend income earned are included in other income (expense), net.
Valuation of Long-Lived Assets
Long-lived assets are evaluated for impairment whenever events or changes in circumstance indicate that the carrying value of the assets may not be fully recoverable or that the
useful life of the assets is shorter than the Company had originally estimated. When these events or changes occur, the Company evaluates the impairment of the long-lived
assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual
disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the
excess of the carrying value over the fair value. No impairment charge was recognized for either of the periods presented.
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Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and
operating lease liabilities in the consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising
from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the
Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the
present value of lease payments. It uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease
incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease
expense for lease payments is recognized on a straight-line basis over the lease term.
Revenue Recognition
The Company derives revenue principally from the sale of semiconductor capital equipment. Revenue from contracts with customers is recognized using the following five steps
pursuant ASC Topic 606, Revenue from Contracts with Customers:
1.
2.
3.
4.
5.
Identify the contract(s) with a customer;
Identify the performance obligations in the contract;
Determine the transaction price;
Allocate the transaction price to the performance obligations in the contract; and
Recognize revenue when (or as) the entity satisfies a performance obligation.
A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The
transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.
The unit of account for revenue recognition is a performance obligation (a good or service). A contract may contain one or more performance obligations. Performance
obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with
other resources that are readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise, performance obligations are combined with
other promised goods or services until the Company identifies a bundle of goods or services that is distinct. Promises in contracts which do not result in the transfer of a good or
service are not performance obligations, as well as those promises that are administrative in nature, or are immaterial in the context of the contract. The Company has addressed
whether various goods and services promised to the customer represent distinct performance obligations. The Company applied the guidance of ASC Topic 606 in order to verify
which promises should be assessed for classification as distinct performance obligations. The Company’s performance obligations in connection with a sale of equipment
generally include production, delivery, installation, training and software updates.
Given that the Company’s products are customized based on specifications of its customers, the Company determines that the promise to the customer is to provide a customized
product solution. The product and customization services are inputs into the combined item for which the customer has contracted and, as a result, the product and installation
services are not separately identifiable and are combined into a single performance obligation. Delivery of goods to a customer is not a separate performance obligation since
control of the goods normally does not transfer to the customer before shipment. The Company’s warranties provide assurance that its products will function as expected and in
accordance with certain specifications. The Company’s warranties are intended to safeguard the customer against existing defects and do not provide any incremental service to
the customer. They are not separate performance obligations and accounted for under ASC 460, Guarantees. Production, delivery, installation, training and software updates are a
single unit of accounting.
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The transaction price is allocated to all the separate performance obligations in an arrangement. It reflects the amount of consideration to which the Company expects to be
entitled in exchange for transferring goods or services, which may include an estimate of variable consideration to the extent that it is probable of not being subject to significant
reversals in the future based on the Company’s experience with similar arrangements. The transaction price excludes amounts collected on behalf of third parties, such as sales
taxes. This is done on a relative selling price basis using stand-alone selling prices (“SSP”). The SSP represents the price at which the Company would sell that good or service
on a stand-alone basis at the inception of the contract. Given the requirement for establishing SSP for all performance obligations, if the SSP is directly observable through
standalone sales, then such sales should be considered in the establishment of the SSP for the performance obligation.
For some sale contracts, in addition to the sale of semiconductor capital equipment, the Company also provides certain spare parts to the customers. The Company defers
revenue associated with spare parts sold together with its tool products, including production, delivery, installation, training, and software updates which are accounted for as one
performance obligation, based on stand-alone observable selling prices for which it receives payments in advance and recognizes the revenue upon the subsequent shipment of
the spare parts, which is expected within one year. The deferred revenue for spare parts was $4,174 and $3,180 at December 31, 2022 and 2021, respectively.
Revenue is recognized when the Company satisfies each performance obligation by transferring control of the promised goods or services to the customer. Goods or services can
transfer at a point in time (upon the acceptance of the products or upon the arrival at the destination as stipulated in the shipment terms) in a sale arrangement. In general, the
Company recognizes revenue when a tool has been demonstrated to meet the customer’s predetermined specifications and is accepted by the customer. In the following
circumstances, however, the Company recognizes revenue upon shipment or delivery, when legal title to the tool is passed to a customer as follows:
●
●
●
When the customer has previously accepted the same tool with the same specifications and the Company can objectively demonstrate that the tool meets all of the
required acceptance criteria;
When the sales contract or purchase order contains no acceptance agreement and the Company can objectively demonstrate that the tool meets all of the required
acceptance criteria;
When the Company’s sales arrangements do not include a general right of return.
The Company offers maintenance services, which consist principally of the installation and replacement of parts and small-scale modifications to the equipment. The related
revenue and costs of revenue are recognized when parts have been delivered and installed and the customers have obtained control of the parts.
The Company incurs costs related to the acquisition of its contracts with customers in the form of sales commissions. Sales commissions are paid to third party representatives
and distributors. Contractual agreements with these parties outline commission structures and rates to be paid. Generally speaking, the contracts are all individual procurement
decisions by the customers and are not for significant periods of time, nor do they include renewal provisions. As such, all contracts have an economic life of significantly less
than a year. Accordingly, the Company expenses sales commissions when incurred. These costs are recorded within sales and marketing expenses. The Company, therefore, does
not have contract assets.
The Company does not incur any costs to fulfill the contracts with customers that are not already reported in compliance with another applicable standard (for example,
inventory or plant, property and equipment).
The Company receives payments from customers prior to the transfer of control either upon contract sign-off and/or the delivery of evaluation tools, which are recorded as
advances from customers.
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Cost of Revenue
Cost of revenue primarily consists of: direct materials, comprised principally of parts used in assembling equipment, together with crating and shipping costs; direct labor,
including salaries and other labor related expenses attributable to the Company’s manufacturing department; and allocated overhead cost, such as personnel cost, depreciation
expense, and allocated administrative costs associated with supply chain management and quality assurance activities, as well as shipping insurance premiums.
Research and Development Costs
Research and development costs relating to the development of new products and processes, including significant improvements and refinements to existing products or to the
process of supporting customer evaluations of tools, including the development of new tools for evaluation by customers during the product demonstration process, are expensed
as incurred.
Shipping and Handling Costs
Shipping and handling costs, which relate to transportation of products to customer locations, are charged to selling and marketing expense. For the years ended December 31,
2022, 2021 and 2020, shipping and handling costs included in sales and marketing expenses were $1,507, $923, and $76, respectively.
Borrowing Costs
Borrowing costs attributable directly to the acquisition, construction or production of qualifying assets that require a substantial period of time to be ready for their intended use
or sale are capitalized as part of the cost of those assets. Income earned on temporary investments of specific borrowings pending their expenditure on those assets is deducted
from borrowing costs capitalized. All other borrowing costs are recognized in interest expense in the consolidated statements of operations and comprehensive income in the
period in which they are incurred.
Warranty
For each of its products, the Company generally provides a standard assurance type warranty ranging from 12 to 36 months and covering replacement of the product during the
warranty period. The Company accounts for the estimated warranty costs as sales and marketing expenses at the time revenue is recognized. Warranty obligations are affected by
historical failure rates and associated replacement costs. Utilizing historical warranty cost records, the Company calculates a rate of warranty expenses to revenue to determine
the estimated warranty charge. The Company updates these estimated charges on a regular basis. Warranty obligations are included in other payables and accrued expenses in the
consolidated balance sheets. The following table shows changes in the Company’s warranty obligations for the years ended December 31, 2022, 2021 and 2020, respectively.
Year Ended December 31,
2021
2020
2022
Balance at beginning of period
Additions
Utilized
Balance at end of period
Government Subsidies
$
$
6,631
5,379
(3,230)
8,780
$
$
3,975 $
5,026
(2,370)
6,631 $
2,811
3,101
(1,937)
3,975
ACM Shanghai has received seven special government grants. The first grant, which was awarded in 2008, relates to the development and commercialization of 65nm to 45nm
stress-free polishing technology. The second grant was awarded in 2009 to fund interest expense on short-term borrowings. The third grant was made in 2014 and relates to the
development of electro copper-plating technology. The fourth grant was made in June 2018 and relates to the development of polytetrafluoroethylene. The fifth grant was made
in 2020 and relates to the development of Tahoe single bench cleaning technologies. As of December 31, 2022, the fourth and fifth grants had been fully utilized. The sixth grant
was made in 2020 and relates to the development of other cleaning technologies. The seventh grant was made in 2021 and relates to the development of the R&D and production
center in the Lin-gang Special Area of Shanghai. These governmental authorities provide significant funding, although ACM Shanghai and ACM Shengwei is also required to
invest certain amounts in the projects.
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The governmental grants contain certain operating conditions, and the Company is required to go through a government due diligence process once the project is complete. The
grants therefore are recorded as long-term liabilities upon receipt, although the Company is not required to return any funds it receives. Grant amounts are recognized in our
statements of operations and comprehensive income as follows:
●
●
Government subsidies relating to current expenses are recorded as reductions of those expenses in the periods in which the current expenses are recorded. For the
years ended December 31, 2022, 2021, and 2020, related government subsidies recognized as reductions of relevant expenses in the consolidated statements of
operations and comprehensive income were $1,201, $11,260 and $2,658, respectively.
Government subsidies related to depreciable assets are credited to income over the useful lives of the related assets for which the grant was received. For the years
ended December 31, 2022, 2021, and 2020, related government subsidies recognized as other income in the consolidated statements of operations and comprehensive
income were $306, $200, and $149, respectively.
Unearned government subsidies received are deferred and recorded as other long-term liabilities (note 13) in the balance sheet until the criteria for such recognition are satisfied.
Stock-based Compensation
ACM grants stock options to employees and non-employee consultants and directors and accounts for those stock-based awards in accordance with FASB ASC Topic 718,
Compensation – Stock Compensation.
Stock-based awards granted to employees and non-employee consultants and directors are measured at the fair value of the awards on the grant date and are recognized as
expenses either (a) immediately on grant, if no vesting conditions are required or (b) using the graded vesting method, net of estimated forfeitures, over the requisite service
period. The fair value of stock options is determined using the Black-Scholes valuation model when there is only service condition attached or the Monte Carlo valuation model
when there is performance condition attached. Stock-based compensation expense, when recognized, is charged to the category of operating expense corresponding to the service
function of the employees and non-employee consultants and directors.
Income Taxes
The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between the
financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable values.
In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax
planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income
tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes.
Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged
to earnings in the period such determination is made.
Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to
unrecognized tax benefits are included within the provision for income tax.
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Basic and Diluted Net Income per Common Share
Basic and diluted net income per common share is calculated as follows:
Numerator:
Net income
Less: Net income attributable to non-controlling interests
Net income available to common stockholders, basic
Less: Dilutive effect arising from stock-based awards by ACM Shanghai
Net income available to common stockholders, diluted
Weighted average shares outstanding, basic (1)
Effect of dilutive securities
Weighted average shares outstanding, diluted
Net income per common share:
Basic
Diluted
Year Ended December 31,
2021
2020
2022
$
$
$
50,564
11,301
39,263
584
38,679
59,235,975
6,105,796
65,341,771
42,921 $
5,164
37,757 $
108
37,649 $
57,654,708
7,702,008
65,356,716
21,677
2,897
18,780
-
18,780
54,700,083
8,850,324
63,550,407
0.66
$
0.59
$
0.65 $
0.58 $
0.34
0.30
$
$
$
$
$
(1)
Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in March 2022. See Note 2 for details.
Basic and diluted net income per common share 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 common share 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
did not have any participating securities outstanding during the three-year period ending December 31, 2022.
ACM 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 did not declare any dividends during the years ended December 31, 2022, 2021 and 2020, the net income
per common share 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
consolidated statements of operations and comprehensive income and in the above computation of net income per common share.
Diluted net income per common share reflects the potential dilution from securities, including stock options and issued warrants, that could share in ACM’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 1,795,340, 98,800 and 78,000 the
years ended December 31, 2022, 2021, and 2020, respectively.
Comprehensive Income Attributable to the Company
The Company applies FASB ASC Topic 220, Comprehensive Income, which establishes standards for the reporting and display of comprehensive income or loss, requiring its
components to be reported in a financial statement with the same prominence as other financial statements. The comprehensive income (loss) attributable to the Company was
($10,392), $42,009, and $25,312 for the years ended December 31, 2022, 2021 and 2020, respectively.
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Statutory surplus reserve
The income of ACM’s PRC subsidiaries is distributable to their shareholders after transfers to reserves as required under relevant PRC laws and regulations and the subsidiaries’
Articles of Association. As stipulated by the relevant laws and regulations in the PRC, the PRC subsidiaries are required to maintain reserves, including reserves for statutory
surpluses and public welfare funds that are not distributable to shareholders. A PRC subsidiary’s appropriations to the reserves are approved by its board of directors. At least
10% of annual statutory after-tax profits, as determined in accordance with PRC accounting standards and regulations, is required to be allocated to the statutory surplus reserves.
If the cumulative total of the statutory surplus reserves reaches 50% of a PRC subsidiary’s registered capital, any further appropriation is optional.
Statutory surplus reserves may be used to offset accumulated losses or to increase the registered capital of a PRC subsidiary, subject to approval from the relevant PRC
authorities, and are not available for dividend distribution to the subsidiary’s shareholders. The PRC subsidiaries are prohibited from distributing dividends unless any losses
from prior years have been offset. Except for offsetting prior years’ losses, however, statutory surplus reserves must be maintained at a minimum of 25% of share capital after
such usage. ACM Shanghai estimated a statutory surplus reserve of $16,881 and $8,312 based on an accumulated profit as of December 31, 2022 and 2021, respectively, which
is included in the statutory surplus reserve in the consolidated balance sheets.
Fair Value of Financial Instruments
Under the FASB’s authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. In determining the fair value, the Company uses various methods including market, income and cost
approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions
about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable inputs. The
Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on observability of the inputs used in the
valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability
of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Level 1: Valuations for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions
involving identical assets or liabilities.
Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar
assets or liabilities.
Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and
similar techniques, and not based on market exchange, dealer or broker traded transactions. Level 3 valuations incorporate certain unobservable assumptions and
projections in determining the fair value assigned to such assets.
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.
Fair Value Measured or Disclosed on a Recurring Basis
Trading securities - The fair value of trading securities derives from the quoted prices for identical securities in active markets at the balance sheet date, less a discount applied to
reflect the remaining lock-up period. The Company classifies the valuation techniques that use these inputs as Level 1 and Level 2 fair value measurement as of December 31,
2022 and 2021, respectively.
Financial liability – The fair value of financial liability is classified within Level 3 as the fair values are measured based on the inputs linked to the choice of settlement by the
counter party that are unobservable in the market.
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Other financial items for disclosure purpose—The fair value of other financial items of the Company, other than long-term borrowings for disclosure purposes, including cash
and cash equivalents, accounts receivable, other receivables, short-term borrowings, accounts payable, advances from customers, and other payables and accrued expenses,
approximate their carrying value due to their short-term nature. The carrying value of the long-term borrowings which are subject to fixed interest rate approximates its fair value
as the market interest rate did not significantly change from the borrowing date to December 31, 2022.
As of December 31, 2022:
Assets
Cash equivalents
Trading securities
Liabilities:
Short-term borrowings
Long-term borrowings
As of December 31, 2021:
Assets
Cash equivalents
Trading securities
Liabilities:
Short-term borrowings
Long-term borrowings
Operating and Financial Risks
Concentration of Credit Risk
Quoted Prices
in Active
Markets for
Identical
Liabilities (Level 1)
Significant
Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total
$
$
$
$
$
$
$
$
247,951
20,209
268,160
-
-
-
562,548
29,498
592,046
-
-
-
$
$
$
$
$
$
$
$
-
-
-
56,004
21,009
77,013
-
-
-
9,591
25,367
34,958
$
$
$
$
$
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
$
$
$
$
$
$
$
$
247,951
20,209
268,160
58,326
18,687
77,013
562,548
29,498
592,046
9,591
25,367
34,958
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 with financial institutions that management believes are creditworthy.
The Company is potentially subject to concentrations of credit risks in its accounts receivable. For the years ended December 31, 2022 and December 31, 2021, three customers
accounted for 43.8% and two customers accounted for 48.9% of revenue, respectively.
As of December 31, 2022 and December 31, 2021, two customers accounted for 42.6% and 53.8%, 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.
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Interest Rate Risk
As of December 31, 2022 and 2021, the balance of the Company’s short term bank borrowings (note 9) were scheduled to mature at various dates within the following year and
thus exposed the Company to modest interest rate risk. As of December 31, 2022, the balance of the Company’s long-term borrowings (note 12) carry a fixed interest rate, and
the Company may be exposed to the fair value interest rate risk.
Liquidity Risk
The Company’s working capital at December 31, 2022 and 2021 was sufficient to meet its then-current requirements. The Company may, however, require additional cash due to
changing business conditions or other future developments, including any investments or acquisitions the Company decides to pursue. In the long run, the Company intends to
rely primarily on cash flows from operations and additional borrowings from financial institutions in order to meet its cash needs. If those sources are insufficient to meet cash
requirements, the Company may seek to issue additional debt or equity.
Country Risk
The Company has significant investments in the PRC. The operating results of the Company may be adversely affected by changes in the political and social conditions in the
PRC and by changes in PRC government policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and
methods of taxation, among other things.
Foreign Currency Risk and Translation
The Company’s consolidated financial statements are presented in U.S. dollars, which is the Company’s reporting currency, while the functional currency of ACM’s subsidiaries
is the Chinese Renminbi (“RMB”), and the Korean Won. Changes in the relative values of U.S. dollars and RMB affect the Company’s reported levels of revenues and
profitability as the results of its operations are translated from RMB into U.S. dollars for reporting purposes. Since the Company has not engaged in any hedging activities, it
cannot predict the impact of future exchange rate fluctuations on the results of its operations, and it may experience economic losses as a result of foreign currency exchange rate
fluctuations.
Transactions of ACM’s subsidiaries involving foreign currencies are recorded in functional currency according to the rate of exchange prevailing on the date when the
transaction occurs. The ending balances of the Company’s foreign currency accounts are converted into functional currency using the rate of exchange prevailing at the end of
each reporting period. Net gains and losses resulting from foreign exchange fluctuations as marked to market at year-end are included in the consolidated statements of
operations and comprehensive income. Total foreign currency translation adjustment was ($59,102), $4,695, and $10,493 for the years ended December 31, 2022, 2021 and
2020, respectively.
In accordance with FASB ASC Topic 830, Foreign Currency Matters, the Company translates assets and liabilities into U.S. dollars from RMB or Korean Won using the rate of
exchange prevailing at the applicable balance sheet date and the consolidated statements of operations and comprehensive income and consolidated statements of cash flows are
translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in stockholders’ (deficit) equity as part of accumulated other
comprehensive income (loss). Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in
the consolidated statements of operations and comprehensive income.
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Table of Contents
Translations of amounts from RMB and Korean Won into U.S. dollars were made at the following exchange rates for the respective dates and periods:
Consolidated balance sheets:
RMB to $1.00
KRW to $1.00
Consolidated statements of operations and comprehensive income:
RMB to $1.00
KRW to $1.00
Recently Adopted Accounting Pronouncements
2022
At December 31,
2021
2020
6.9638
1,262.63
6.7249
1,288.66
6.3757
1,145.48
6.5232
1,088.14
6.4515
1,190.48
6.8966
1,179.25
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU
2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The
Company adopted ASU 2020-04 on January 1, 2021. The adoption of ASU 2020-04 did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2022, the FASB issued an accounting standard update which clarifies how the fair
value of equity securities subject to contractual sale restrictions is determined (Topic 820). The amendment clarifies that a contractual sale restriction should not be considered in
measuring fair value. It also requires certain qualitative and quantitative disclosures related to equity securities subject to contractual sale restrictions. This authoritative guidance
will be effective for the year beginning January 1, 2024 with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated
financial statements.
In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective
Dates. In advance of the issuance of ASU 2019-10, the Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815) and ASU 2016-02, Leases (Topic 842) since
January 1, 2019. ASU 2019-10 defers the effective date of ASU 2016-13 for public filers that are considered small reporting companies (“SRC”) as defined by the SEC to fiscal
years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company was eligible to be an SRC based on its SRC determination as of
November 15, 2019 (which is the issuance date of ASU 2019-10) in accordance with SEC regulations, the Company will adopt amendments in ASU 2016-13 for the year
beginning January 1, 2023. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the
effective date to align existing credit loss methodology with the new standard. The Company is evaluating the impact of this standard on its consolidated financial statements,
including accounting policies, processes and systems and expects the standard will not have a significant impact on its consolidated financial statements.
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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:
Single Wafer Cleaning, Tahoe and Semi-Critical Cleaning Equipment
ECP (front-end and packaging), Furnace and Other Technologies
Advanced Packaging (excluding ECP), Services & Spares
Total Revenue By Product Category
Wet cleaning and other front-end processing tools
Advanced packaging, other processing tools, services and spares
Total Revenue Front-end and Back-End
Mainland China
Other Regions
Below are the accounts receivables and contract liabilities balances as of:
Accounts receivable
Advances from customers
Deferred revenue
Year Ended December 31,
2022
2021
2020
272,939
77,482
38,411
388,832
308,528
80,304
388,832
$
$
$
$
189,208
33,210
37,333
259,751
202,268
57,483
259,751
$
$
$
$
131,248
13,343
12,033
156,624
136,317
20,307
156,624
$
$
$
$
% Change
2022 v 2021
44.3%
133.3%
2.9%
49.7%
52.5%
39.7%
49.7%
Year Ended December 31,
2021
2022
2020
$
$
377,752
11,080
388,832
$
$
258,615 $
1,136
259,751 $
154,359
2,265
156,624
December 31,
2022
December 31,
2021
$
182,936 $
153,773
4,174
105,553
52,824
3,180
During the year ended December 31, 2022, advances from customers increased by $100.9 million, due to an increase of payments made by customers for first tools under
evaluation, and an increase in customer pre-payments for tools prior to delivery.
NOTE 4 – ACCOUNTS RECEIVABLE
At December 31, 2022 and 2021, accounts receivable consisted of the following:
Accounts receivable
Less: Allowance for doubtful accounts
Total
December 31,
2022
2021
$
$
182,936
-
182,936
$
$
105,553
-
105,553
The $77.4 million increase in accounts receivable for the twelve months ended 2022 corresponds to a $129.1 million increase in revenue for the same period.
The Company reviews accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances.
Based on the age of the balance, a customer’s payment history and credit worthiness, current economic trends and reasonable and supportable forecasts, the Company
determined there were no collectability issues at December 31, 2022 and 2021, and no allowance for doubtful accounts was necessary.
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Table of Contents
NOTE 5 – INVENTORIES
At December 31, 2022 and 2021, inventory consisted of the following:
Raw materials
Work-in-process
Finished goods
Total inventory
December 31,
2022
2021
$
$
167,135
79,126
146,911
393,172
$
$
90,552
35,840
91,724
218,116
Inventories are stated at the lower of cost or net realizable value on a moving weighted average basis. At December 31, 2022 and December 31, 2021, the value of finished goods
inventory, which is comprised of first-tools at customer physical locations, for which customers were contractually obligated to take ownership upon acceptance, totaled
$123,169 and $71,889, respectively.
The $119,869 increase in raw materials and work-in-process inventory at December 31, 2022 compared to December 31, 2021 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 $55,187 increase in finished goods inventory at December 31, 2022 compared to December 31, 2021 primarily reflects a higher value of first-tools
under evaluation by existing or prospective customers, due to shipments made, net of customer acceptances during the period.
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 repeat shipment of first tool delivery. At the end of each period, the Company assesses the status of each item in work-in-process and finished
goods and inventory. 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 for which the Company determines it is not likely to be used in future production. 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 years ended December 31, 2022 and December 31, 2021, inventory write-downs of $2,248 and $75 were recognized in cost of revenue, respectively.
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET
At December 31, 2022 and 2021, property, plant and equipment consisted of the following:
Buildings and plants
Manufacturing equipment
Office equipment
Transportation equipment
Leasehold improvement
Total cost
Less: Total accumulated depreciation and amortization
Construction in progress
Total property, plant and equipment, net
120
December 31,
2022
2021
$
$
35,864 $
9,298
3,691
407
7,173
56,433
(10,047)
36,489
82,875 $
-
7,973
2,012
217
4,134
14,336
(5,900)
5,606
14,042
Table of Contents
Depreciation expense was $4,839, $2,099, and $826 for the years ended December 31, 2022, 2021, and 2020, respectively. Buildings and plants represent Lingang housing
property that was transferred to ACM Shengwei in January 2022 at a value of $41,497, which includes the purchase price and accumulated interest, and with estimated useful
lives of 30-years (Note 8). Buildings and plants are pledged as security for loans from China Merchants Bank (Note 12). Construction in progress primarily reflects costs
incurred related to the construction of several facilities in Lingang by ACM Shengwei, and are scheduled to begin production in 2023 and beyond.
NOTE 7 – LAND USE RIGHT, NET
A summary of land use right is as follows:
Land use right purchase amount
Less: accumulated amortization
Land use right, net
December 31,
2022
2021
$
$
9,149
(457)
8,692
$
$
9,966
(299)
9,667
In 2020 ACM Shanghai, through its wholly owned subsidiary, ACM Shengwei, entered into an agreement for a 50-year land use right in the Lingang region of Shanghai. In July
2020, ACM Shengwei began a multi-year construction project for a new 1,000,000 square foot development and production center that will incorporate new manufacturing
systems and automation technologies and will provide floor space to support significantly increased production capacity and related research and development activities.
The amortization for the years ended December 31, 2022 and 2021 was $189 and $199, respectively.
The annual amortization of land use right for each of the five succeeding years is as follows:
Year ending December 31,
2023
2024
2025
2026
2027 and thereafter
Total
NOTE 8 – OTHER LONG-TERM ASSETS
At December 31, 2022 and 2021, other long-term assets consisted of the following:
Prepayment for property - Lingang
Prepayment for property, plant and equipment and other non-current assets
Prepayment for property - lease deposit
Security deposit for land use right
Prepayment for property - Zhangjiang New Building
Others
Total other long-term assets
Prepayment for property – Zhangjiang New Building is for the planned new corporate headquarters of ACM Shanghai.
121
$
$
200
200
200
200
7,892
8,692
December 31,
2022
2021
-
704
393
708
47,251
1,209
50,265
$
$
42,111
440
429
773
-
1,264
45,017
$
$
Table of Contents
NOTE 9 – SHORT-TERM BORROWINGS
At December 31, 2022 and December 31, 2021, short-term and long-term borrowings consisted of the following:
Line of credit up to RMB 100,000 from Bank of Shanghai Pudong Branch,
1)due on June 7, 2022 with an annual interest rate of 2.7% and fully repaid on June 7, 2022.(1)
$
- $
December 31,
2022
2021
Line of credit up to RMB 150,000 from China Everbright Bank,
1)due on October 21, 2022 with annual interest rate of 1.95% and fully repaid on September 27, 2022.
2)due on August 17, 2023 with an annual interest rate of 3.40%.
3)due on September 1, 2023 with an annual interest rate of 3.60%.
4)due on December 16, 2023 with an annual interest rate of 3.00%.
Line of credit up to RMB 100,000 from Bank of Communications,
1)due on October 25, 2022 with an annual interest rate of 3.85% and fully repaid on July 1, 2022.
2)due on August 11, 2023 with an annual interest rate of 3.60%.
3)due on September 5, 2023 with an annual interest rate of 3.50%.
Line of credit up to RMB 40,000 from Bank of China,
1)due on August 26, 2023 with an annual interest rate of 3.15%.
Line of credit up to RMB 100,000 from China Merchants Bank,
1)due on July 21, 2023 with an annual interest rate of 3.50%.
2)due on July 27, 2023 with an annual interest rate of 3.50%.
3)due on August 1, 2023 with an annual interest rate of 3.50%.
4)due on August 3, 2023 with an annual interest rate of 3.50%.
5)due on August 7, 2023 with an annual interest rate of 3.50%.
6)due on August 14, 2023 with an annual interest rate of 3.50%.
7)due on August 15, 2023 with an annual interest rate of 3.50%.
8)due on August 21, 2023 with an annual interest rate of 3.50%.
9)due on August 28, 2023 with an annual interest rate of 3.50%.
10)due on September 13, 2023 with an annual interest rate of 3.50%.
11)due on September 20, 2023 with an annual interest rate of 3.50%.
12)due on September 29, 2023 with an annual interest rate of 3.50%.
Total
(1) Guaranteed by CleanChip
-
8,616
8,616
4,308
-
8,616
5,744
5,744
1,292
1,292
1,292
1,292
1,293
1,293
1,293
1,005
1,292
1,292
1,293
431
56,004 $
$
4,616
3,407
-
-
-
1,568
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,591
For the years ended December 31, 2022, 2021 and 2020, interest expense related to short-term borrowings amounted to $810, $700, and $897, respectively.
NOTE 10 – OTHER PAYABLES AND ACCRUED EXPENSES
At December 31, 2022 and 2021, other payables and accrued expenses consisted of the following:
Accrued commissions
Accrued warranty
Accrued payroll
Accrued professional fees
Accrued machine testing fees
Accrued machine sales fees
Others
Total
122
December 31,
2022
2021
14,890 $
8,780
12,201
724
1,215
5,874
8,517
52,201 $
12,507
6,631
5,684
785
149
-
5,979
31,735
$
$
Table of Contents
NOTE 11 – LEASES
The Company leases space under non-cancelable operating leases for several office and manufacturing locations. These leases do not have significant rent escalation holidays,
concessions, leasehold improvement incentives, or other build-out clauses. Further, the leases do not contain contingent rent provisions.
Most leases include one or more options to renew. The exercise of lease renewal options is typically at the Company’s sole discretion; therefore, the majority of renewals to
extend the lease terms are not included in the Company’s right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates
the renewal options, and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term.
As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease
commencement date in determining the present value of the lease payments. The Company has a centrally managed treasury function; therefore, based on the applicable lease
terms and the current economic environment, it applies a portfolio approach for determining the incremental borrowing rate.
The components of lease expense were as follows:
Operating lease cost
Short-term lease cost
Lease cost
Year Ended December 31,
2021
2020
2022
$
$
2,816 $
786
3,602 $
2,451 $
394
2,845 $
1,541
236
1,777
Supplemental cash flow information related to operating leases was as follows for the years ended December 31, 2022, 2021, and 2020:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases
Maturities of lease liabilities for all operating leases were as follows as of December 31, 2022:
Year Ended December 31,
2021
2022
2020
$
3,602
$
2,845 $
1,777
2023
2024
2025
2026
2027
Total lease payments
Less: Interest
Present value of lease liabilities
The weighted average remaining lease terms and discount rates for all operating leases were as follows as of December 31, 2022 and 2021:
Remaining lease term and discount rate:
Weighted average remaining lease term (years)
Weighted average discount rate
123
December 31,
1,461
1,065
67
49
10
2,652
(163)
2,489
$
$
$
December 31,
2022
2021
2.00
4.25%
1.37
4.54%
Table of Contents
NOTE 12 – LONG-TERM BORROWINGS
At December 31, 2022 and 2021, long-term borrowings consisted of the following:
Loan from China Merchants Bank
Loans from Bank of China
Less: Current portion
December 31,
2022
2021
$
$
15,265
5,744
(2,322)
18,687
$
$
18,390
6,977
(2,410)
22,957
The loan from China Merchants Bank is for the purpose of purchasing property in Lingang, Shanghai. The loan is repayable in 120 installments with the last installment due in
November 2030, with an annual interest rate of 4.65%. The loan is pledged by the property of ACM Shengwei and guaranteed by ACM Research (Shanghai), Inc.
Two loans from Bank of China are for the purpose of funding ACM Shanghai project expenditures. The loans bear interest at an annual rate of 2.6% and are repayable in 6
installments, with the last installments due in June 2024 and September 2024.
Scheduled principal payments for the outstanding long-term loans as of December 31, 2022 are as follows:
Year ending December 31,
2023
2024
2025
2026
2027 and onwards
$
$
2,322
6,841
1,813
1,886
8,147
21,009
For the year ended December 31, 2022, $845 of interest related to long-term borrowings was incurred, of which $845 was charged to interest expense and $0 was capitalized as
other long-term assets. For the year ended December 31, 2021, $1,040 of interest related to long-term borrowings was incurred, of which $65 was charged to interest expense
and $975 was capitalized as other long-term assets.
NOTE 13 – OTHER LONG-TERM LIABILITIES
Other long-term liabilities represent government subsidies received from PRC governmental authorities for development and commercialization of certain technology but not yet
recognized (note 2). As of December 31, 2022 and 2021, other long-term liabilities consisted of the following unearned government subsidies:
Subsidies to Stress Free Polishing project, commenced in 2008 and 2017
Subsidies to Electro Copper Plating project, commenced in 2014
Subsidies to other cleaning tools, commenced in 2020
Subsidies to SW Lingang R&D development in 2021
Subsidies to CO2 Technology
Other
Total
124
December 31,
2022
2021
611
119
785
4,266
965
575
7,321
$
$
791
160
1,014
5,958
-
524
8,447
$
$
Table of Contents
NOTE 14 – LONG-TERM INVESTMENTS
On September 6, 2017, ACM and Ninebell Co., Ltd. (“Ninebell”), a Korean company that is one of the Company’s principal material suppliers, entered into an ordinary share
purchase agreement, effective as of September 11, 2017, pursuant to which Ninebell issued to ACM ordinary shares representing 20% of Ninebell’s post-closing equity for a
purchase price of $1,200, and a common stock purchase agreement, effective as of September 11, 2017, pursuant to which ACM issued 400,002 shares of Class A common stock
to Ninebell for a purchase price of $1,000 at $2.50 per share. The investment in Ninebell is accounted for under the equity method.
On June 27, 2019, ACM Shanghai and Shengyi Semiconductor Technology Co., Ltd. (“Shengyi”), a company based in Wuxi, China that is one of the Company’s component
suppliers, entered into an agreement pursuant to which Shengyi issued to ACM Shanghai shares representing 15% of Shengyi’s post-closing equity for a purchase price of $109.
The investment in Shengyi is accounted for under the equity method.
On September 5, 2019, ACM Shanghai entered into a Partnership Agreement with six other investors, as limited partners, and Beijing Shixi Qingliu Investment Co., Ltd., as
general partner and manager, with respect to the formation of Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP), a Chinese limited
partnership based in Hefei, China. Pursuant to such Partnership Agreement, on September 30, 2019, ACM Shanghai invested RMB 30,000 ($4,200), which represented 10% of
the partnership’s total subscribed capital. The investment in Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) is accounted for under the
equity method in accordance with ASC 323-30-S99-1.
On October 29, 2021, ACM Shanghai and Waferworks (Shanghai) Co., Ltd, or Waferworks, a company based in Shanghai, China, and one of the Company’s customers, entered
into an agreement pursuant to which Waferworks issued to ACM Shanghai shares representing 0.25% of Waferworks’ post-closing equity for a purchase price of $1,568. As
there is no readily determinable fair value, the Company measures the investment in Waferworks at cost minus impairment, if any.
On August 17, 2022, ACM Singapore and Wooil Flucon Co., Ltd. (“Wooil”), a company based in South Korea and a potential component supplier to the Company, entered into
an agreement pursuant to which Wooil, on September 1, 2022, issued to ACM Singapore shares representing 20% of Wooil’s post-closing equity for a purchase price of $1,000.
The investment in Wooil is accounted for under the equity method.
The Company treats each equity investment in the consolidated financial statements under the equity method and they are classified as long-term investments. Under the equity
method, an investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets
over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any
impairment loss relating to the investment. The Company concluded that the investments were not impaired and did not record any impairment charges related to the investments
for any prior periods.
Equity investee:
Ninebell
Wooil
Shengyi
Hefei Shixi
Subtotal
Other investee:
Waferworks
Total
December 31,
2022
2021
$
5,199
1,011
1,168
8,645
16,023
1,436
17,459
$
3,051
-
211
7,864
11,126
1,568
12,694
$
$
For the years ended December 31, 2022, 2021 and 2020, the Company’s share of equity investees’ net income was $4,666, $4,637 and $655, respectively, which was included in
equity income in net income of affiliates in the accompanying consolidated statements of operations and comprehensive income. For the years ended December 31, 2022, 2021
and 2020, dividends received from its equity investee was $0, $0 and $555, respectively, which was offset in part by a reduction in the carrying value of the Company’s share of
equity investees’ net income.
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NOTE 15 – FINANCIAL LIABILITY CARRIED AT FAIR VALUE
In December 2016, Shengxin (Shanghai) Management Consulting Limited Partnership (“SMC”) paid 20,123,500 RMB ($2,981 as of the date of funding) (the “SMC
Investment”) to ACM Shanghai for investment pursuant to terms to be subsequently negotiated. SMC is a PRC limited partnership partially owned by employees of ACM
Shanghai.
In March 2017, (a) ACM issued to SMC a warrant (the “Warrant”) exercisable to purchase 1,192,506 shares of Class A common stock at a price of $2.50 per share, for a total
exercise price of $2,981, and (b) ACM Shanghai agreed to repay the SMC Investment within 60 days after the exercise of the Warrant. In March 2018, SMC exercised the
Warrant in full, as a result of which (1) ACM issued 1,192,506 shares of Class A common stock to SMC, (2) SMC borrowed the funds to pay the Warrant exercise price pursuant
to a senior secured promissory note (the “SMC Note”) in the principal amount of $2,981 issued to ACM Shanghai, which in turn issued to ACM a promissory note (the
“Intercompany Note”) in the principal amount of $2,981 in payment of the Warrant exercise price. Each of the SMC Note and the Intercompany Note bears an interest at a rate of
3.01% per annum and matured on August 17, 2023. The SMC Note is secured by a pledge of the shares issued upon exercise of the Warrant.
In connection with its follow-on public offering of Class A common stock in August 2019, ACM agreed to purchase a total of 464,463 of the Warrant shares from SMC at a per
share price of $4.40, of which (a) $1,161 was applied to reduce SMC’s obligations to ACM Shanghai under the SMC Note, and which ACM then withheld for its own account
and applied to reduce ACM Shanghai’s obligations to ACM under the Intercompany Note, and (b) the remaining $882 was paid to SMC. In a separate transaction, ACM
Shanghai repaid $1,161 of the SMC Investment in cash, which reduced the amount of the SMC Investment due to SMC to $1,820.
The SMC Note and SMC Investment are offsetting items in the Company’s consolidated balance sheet in accordance with ASC 210-20-45-1 up to April 30, 2020.
In preparation for the STAR IPO, ACM Shanghai was required to terminate its financial relationship with SMC. In order to facilitate such termination, on April 30, 2020, ACM
entered into two agreements relating to outstanding obligations among ACM Research, ACM Shanghai and SMC. Pursuant to such agreements: (i) ACM Shanghai assigned to
ACM its rights under the SMC Note, including the right to receive payment of the $1,820 payable thereunder; (ii) ACM cancelled the outstanding $1,820 obligation of ACM
Shanghai under the Intercompany Note; (iii) SMC surrendered its remaining 728,043 Warrant shares to ACM Research; and (iv) in exchange for such 728,043 Warrant shares,
ACM agreed to deliver to SMC certain consideration (“SMC Consideration”) agreed upon by ACM Research and SMC, subject to obtaining certain PRC regulatory approvals.
Under the agreements, if the required approvals were not obtained by December 31, 2023, ACM would cancel the SMC Note as consideration for the 728,043 Warrant shares. In
a separate transaction in April 2020, ACM Shanghai repaid the remaining $1,820 of the SMC Investment in cash.
For the period beginning April 30, 2020, the SMC Consideration is accounted for as a financial liability, and the Company applies fair value option to measure the SMC
Consideration in accordance with ASC 825-10-15-4a. On April 30, 2020, the SMC Consideration was $9,715 which was for cancellation of the Warrant shares and recorded in
equity. The financial liability was remeasured to fair value as of the end of each of the reporting periods.
On July 29, 2020, ACM and SMC entered into an amended agreement under which, in settlement of the SMC Consideration, ACM issued to SMC a warrant (the “SMC 2020
Warrant”) to purchase 728,043 shares of Class A common stock at a purchase price of $2.50 per share, and ACM cancelled the SMC Note. The financial liability was
remeasured to fair value of $21,679 as of July 29, 2020, and was retired with the issuance of the SMC 2020 Warrant. The Company recognized a change in fair value of
financial liability of $11,964 for the year ended December 31, 2020, which was reflected in the consolidated statement of operations. The Company recorded the difference of
$19,859 between the SMC 2020 Warrant of $21,679 and the SMC Note of $1,820 into equity.
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The SMC 2020 Warrant was initially measured at fair value at the issuance date and classified as equity permanently in accordance with ASC 815. The fair value of the SMC
2020 Warrant amounted to $21,679, based on the grant date using the Black-Scholes valuation model with the following assumptions:
Fair value of common share(1)
Expected term in years(2)
Volatility(3)
Risk-free interest rate(4)
Expected dividend(5)
$
July 29,
2020 (6)
29.76
3.42
47.42%
0.15%
0%
(1)
(2)
(3)
(4)
(5)
(6)
Fair value of Class A common stock was the closing market price of the Class A common stock on July 29, 2020.
Expected term of share options is based on the average of the vesting period and the contractual term for each grant according to Staff Accounting Bulletin 110.
Volatility is calculated based on the historical volatility of the stock of companies comparable to ACM in the period equal to the expected term of each grant.
Risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the share options in effect at the time of grant.
Expected dividend is assumed to be 0%, as ACM has no history or expectation of paying a dividend on its common stock.
Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 2 for details.
On June 9, 2021, subsequent to its obtaining the necessary PRC approvals, SMC exercised the 2020 Warrant by paying the $1,820 exercise price to ACM and surrendering the
2020 Warrant to ACM. In return, ACM delivered 728,043 shares of ACM Class A common stock to SMC.
NOTE 16 – TRADING SECURITIES
Pursuant to a Partnership Agreement dated June 9, 2020 (the “Partnership Agreement”) and a Supplementary Agreement thereto dated June 15, 2020 (the “Supplementary
Agreement”), ACM Shanghai became a limited partner of Qingdao Fortune-Tech Xinxing Capital Partnership (L.P.), a Chinese limited partnership based in Shanghai, China (the
“Partnership”) of which China Fortune-Tech Capital Co., Ltd serves as general partner and thirteen unaffiliated entities serve, with ACM Shanghai, as limited partners. The
Partnership was formed to establish a special fund that would purchase, in a strategic placement, shares of Semiconductor Manufacturing International Corporation, (“SMIC”) to
be listed on the STAR Market. SMIC is a Shanghai-based foundry that has been a customer of the Company’s single-wafer wet-cleaning tools. The limited partners of the
Partnership contributed to the fund a total of RMB 2.224 billion ($315.0 million), of which ACM Shanghai contributed RMB 100 million ($14.2 million), or 4.3% of the total
contribution, on June 18, 2020.
Upon the closing of the SMIC offering in July 2020, the initial number of SMIC shares owned by the Partnership was apportioned to all of the limited partners in proportion to
their respective capital contributions (4.3% in the case of ACM Shanghai). All of the SMIC shares acquired by the Partnership are subject, under applicable Chinese laws, to
lock-up restrictions that prevent sales of the shares for one year after the shares were acquired. Thereafter an individual limited partner will be able to instruct the general partner
to sell, on behalf of the limited partner, all or a portion of the limited partner’s apportioned shares, subject to compliance with all laws, regulations, trading rules, the Partnership
Agreement and the Supplementary Agreement. Alternatively, following the lock-up period, limited partners holding at least thirty percent of the total SMIC shares held by the
Partnership will be able, pursuant to a call auction in accordance with the Supplementary Agreement, to cause the general partner to arrange to sell all of the shares desired to be
offered by each of the limited partners that complies with procedural requirements provided in the Supplementary Agreement.
As SMIC was listed on the STAR Market in July 2020, ACM Shanghai’s investment is accounted for as trading securities and is stated at fair market value. At December 31,
2020, the fair market value is classified as Level 2 of the hierarchy established under ASC 820 with valuations based on quoted prices for identical securities in active markets,
less a discount applied to reflect the remaining lock-up period. Following the expiration of the lock-up period in July 2021, the trading securities are stated at fair market value,
which is classified as Level 1 of the hierarchy established under ASC 820 with valuations based on quoted prices for identical securities in active markets at December 31, 2022
and 2021.
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Pursuant to an Agreement entered into on September 19, 2022 (the “Agreement”), ACM Shanghai became a limited partner of the Nuode Asset Fund Pujiang No. 783 Single
Asset Management Plan (“Nuode Asset Fund”) a Chinese limited partnership formed by Nuode Asset Management Co., Ltd, a financial services firm based in Shanghai, China.
Nuode Asset Fund was formed to establish a special fund with the purpose to participate in certain technology related investments in China. Subsequent to the future purchase,
any investment will be held by Nuode Asset Fund and restricted for a minimum period of six months. The limited partners of the Nuode Asset Fund contributed a total of RMB
160 million ($22,160) to the fund, of which ACM Shanghai contributed RMB 30 million ($4,196), or 18.75% of the total contribution, on September 27, 2022.
In December 2022, the Nuode Asset Fund purchased shares in the secondary stock offering of a publicly traded PRC-stock listing. The number of shares owned by Nuode Asset
Fund was apportioned to all of the limited partners in proportion to their respective capital contributions (18.75% in the case of ACM Shanghai). All of the shares acquired by
Nuode Asset fund are subject, under applicable Chinese laws, to lock-up restrictions that prevent sales of the shares for six months after the shares were acquired. ACM
Shanghai’s investment is accounted for as trading securities and is stated at fair market value. At December 31, 2022, the fair market value is classified as Level 2 of the
hierarchy established under ASC 820 with valuations based on quoted prices for identical securities in active markets, less a discount applied to reflect the remaining lock-up
period.
The components of trading securities were as follows:
Trading securities listed in Shanghai Stock Exchange
Cost
Market value
December 31,
2022
2021
$
$
14,779 $
20,209 $
15,363
29,498
For the years ended December 31, 2022 and 2021, unrealized gain on trading securities, net of exchange difference amounted to $(7,855) and $607, respectively.
During the year ended December 31, 2022, the Company received $4,577 in proceeds from the sale of trading securities, including a realized gain of $1,116.
NOTE 17 – RELATED PARTY BALANCES AND TRANSACTIONS
Ninebell
Ninebell is an equity investee of ACM (Note 14) and is the Company’s principal supplier of robotic delivery system subassemblies used in our single-wafer cleaning equipment.
The Company purchases equipment through arms-length transactions from Ninebell for production in the ordinary course of business. The Company pays for a portion of the
equipment in advance and is obligated for the remaining amounts upon receipt of the product. All related party outstanding balances are short-term in nature and are expected to
be settled in cash.
Shengyi
Shengyi is an equity investee of ACM Shanghai (Note 14) and is one of the Company’s component suppliers in China. The Company purchases components from Shengyi for
production in the ordinary course of business. The Company pays for a portion of the raw materials in advance and is obligated for the remaining amounts upon receipt of the
product.
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The following tables represents related party transactions with the equity investees as of December 31, 2022 and 2021:
Advances to related party
Ninebell
Accounts payable
Ninebell
Shengyi
Total
Purchase of materials
Ninebell
Shengyi
Total
Service fee charged by
Shengyi
Ninebell
Total
NOTE 18 – COMMON STOCK
December 31,
2022
2021
3,322
$
2,383
December 31,
2022
2021
10,526
3,942
14,468
$
$
5,703
2,196
7,899
$
$
$
Year Ended December 31
2021
2022
2020
40,985
5,350
46,335
$
$
33,659
2,434
36,093
$
$
15,251
2,300
17,551
Year Ended December 31
2021
2022
2020
543
-
543
$
$
561
-
561
$
$
322
22
344
$
$
$
$
At December 31, 2021 and 2022, ACM was authorized to issue 150,000,000 shares of Class A common stock and 5,307,816 shares of Class B common stock, each with a par
value of $0.0001. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to twenty votes and is convertible at any time
into one share of Class A common stock. Shares of Class A common stock and Class B common stock are treated equally, identically and ratably with respect to any dividends
declared by the Board of Directors unless the Board of Directors declares different dividends to the Class A common stock and Class B common stock by getting approval from
a majority of common stockholders.
In March 2022, ACM effectuated the Stock Split, which was a 3-for-1 stock split of Class A and Class B common stock in the form of a stock dividend. Each stockholder of
record at the close of business on March 16, 2022 received a dividend of two additional shares of Class A common stock for each then-held share of Class A common stock and
two additional shares of Class B common stock for each then-held share of Class B common stock, which were distributed after the close of trading on March 23, 2022.
During the year ended December 31, 2022, ACM issued 980,354 shares of Class A common stock upon option exercises by employees and non-employees and an additional
66,003 shares of Class A common stock upon conversion of an equal number of shares of Class B common stock. During the year ended December 31, 2021, the Company
issued 1,870,803 shares of Class A common stock upon options exercises by certain employees and non-employees and an additional 320,004 shares of Class A common stock
upon conversion of an equal number of shares of Class B common stock.
During the year ended December 31, 2021, ACM issued 728,043 shares of Class A common stock upon the warrant exercise SMC (Note 15).
At December 31, 2022 and 2021, the number of shares of Class A common stock issued and outstanding was 54,655,286 and 53,608,929, respectively. At December 31, 2022
and 2021, the number of shares of Class B common stock issued and outstanding was 5,021,811 and 5,087,814, respectively.
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NOTE 19 – STOCK-BASED COMPENSATION
In January 2020 ACM Shanghai adopted a 2019 Stock Option Incentive Plan (the “Subsidiary Stock Option Plan”) that provides for, among other incentives, the granting to
officers, directors, and employees of options to purchase shares of ACM Shanghai’s common stock. The fair value of the stock options granted is estimated at the date of grant
based on the Black-Scholes option pricing model using assumptions generally consistent with those used for ACM’s stock options. Because ACM Shanghai shares did not begin
trading until November 2021, the expected volatility is estimated with reference to the average historical volatility of a group of publicly traded companies that are believed to
have similar characteristics to ACM Shanghai.
ACM’s stock-based compensation consists of employee and non-employee awards issued under the 1998 Stock Option Plan and the 2016 Omnibus Incentive Plan and as
standalone options. ACM granted stock options to employees under the 2016 Omnibus Incentive Plan during the years ended December 31, 2022, 2021, and 2020. The vesting
condition may consist of a service period determined by the Board of Directors for a grant, or certain performance conditions determined by the Board of Directors for a grant.
The fair value of the stock options granted with a service period-based condition is estimated at the date of grant using the Black-Scholes option pricing model. The fair value of
the stock options granted with a market-based condition is estimated at the date of grant using the Monte Carlo simulation model.
The following table summarizes the components of stock-based compensation expense included in the consolidated statements of operations:
Stock-Based Compensation Expense:
Cost of revenue
Sales and marketing expense
Research and development expense
General and administrative expense
Stock-based compensation expense by type:
Employee stock option plan
Non-employee stock option plan
Subsidiary stock option plan
Year Ended December 31,
2021
2022
2020
520
1,877
2,565
2,768
7,730
$
$
397 $
1,802
1,115
1,803
5,117 $
Year Ended December 31,
2021
2022
2020
7,346
46
338
7,730
$
$
4,674 $
94
349
5,117 $
175
1,199
763
3,491
3,572
4,900
396
332
3,572
$
$
$
$
The fair value of options granted to employees with a service period-based condition is estimated on the grant date using the Black-Scholes valuation model with the following
assumptions:
Fair value of common share(1)
Expected term in years(2)
Volatility(3)
Risk-free interest rate(4)
Expected dividend(5)
$
2022 (6)
16.83-25.45
5.50-6.25
49.43-50.87%
1.7%-3.04%
0%
Year ended December 31,
2021 (6)
12.79-17.02
6.25
$
$
2020 (6)
7.36-28.42
5.50-6.25
48.53-49.47%
1.00%-1.44%
0%
42.17%-48.15%
0.44%-0.82%
0%
(1)
(2)
(3)
(4)
(5)
(6)
Fair value of Class A common stock value was the closing market price of the Class A common stock on the grant date.
Expected term of share options is based on the average of the vesting period and the contractual term for each grant according to Staff Accounting Bulletin 110.
Volatility is calculated based on the historical volatility of the stock of companies comparable to ACM in the period equal to the expected term of each grant.
Risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the share options in effect at the time of grant.
Expected dividend is assumed to be 0% as ACM has no history or expectation of paying a dividend on its common stock.
Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 2 for details.
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During the years ended December 31, 2022 and 2021, no options were granted to employees with a market-based condition. During the year ended December 31, 2020, the fair
values of option granted to employees with a market-based condition was estimated on the grant date using the Monte Carlo simulation model with the following assumptions:
Fair value of common share(1)
Expected term in years(2)
Volatility(3)
Risk-free interest rate(4)
Expected dividend(5)
Year Ended
December 31,
2020 (6)
$
7.36
9.20 - 9.80
45.10%
2.68%
0%
(1)
(2)
(3)
(4)
(5)
(6)
Fair value of Class A common stock value was the closing market price of the Class A common stock on the grant date.
Expected term of share options is based on the average of the vesting period and the contractual term for each grant according to Staff Accounting Bulletin 110.
Volatility is calculated based on the historical volatility of the stock of companies comparable to ACM in the period equal to the expected term of each grant.
Risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the share options in effect at the time of grant.
Expected dividend is assumed to be 0%, as ACM has no history or expectation of paying a dividend on its common stock.
Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 2 for details.
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Employee Awards
The following table summarizes the Company’s employee share option activities during the years ended December 31, 2020, 2021 and 2022:
Number of
Option Shares (1)
Weighted
Average Grant
Date Fair Value (1)
Weighted
Average
Exercise Price (1)
Weighted Average
Remaining
Contractual Term
Outstanding at December 31, 2019
Granted
Exercised
Forfeited/cancelled
Outstanding at December 31, 2020
Granted
Exercised
Forfeited/cancelled
Outstanding at December 31, 2021
Granted
Exercised
Forfeited/cancelled
Outstanding at December 31, 2022
Vested and exercisable at December 31, 2022
$
$
$
8,982,189
2,359,197
(1,641,567)
(125,586)
9,574,233
421,200
(1,431,174)
(162,012)
8,402,247
1,653,300
(416,546)
(427,360)
9,211,641
6,346,725
$
0.86 $
4.06
0.45
1.60
1.71 $
16.05
0.82
8.32
2.45 $
10.31
1.20
11.41
3.58 $
2.26
9.72
1.26
4.22
4.24
35.38
2.10
19.03
5.88
22.41
2.97
25.24
8.24
7.05 years
7.13 years
6.53 years
6.36 years
(1) Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 2 for details.
As of December 31, 2022, $16,009 of total unrecognized employee stock-based compensation expense, net of estimated forfeitures, related to stock-based awards for ACM was
expected to be recognized over a weighted-average period of 1.53 years. Total recognized compensation cost may be adjusted for future changes in estimated forfeitures.
Non-employee Awards
The following table summarizes the Company’s non-employee share option activities during the years ended December 31, 2020, 2021 and 2022:
Outstanding at December 31, 2019
Granted
Exercised
Forfeited/cancelled
Outstanding at December 31, 2020
Exercised
Forfeited/cancelled
Outstanding at December 31, 2021
Exercised
Forfeited/cancelled
Outstanding at December 31, 2022
Vested and exercisable at December 31, 2022
Number of
Option Shares (1)
Weighted
Average Grant
Date Fair Value (1)
Weighted
Average
Exercise Price (1)
Weighted Average
Remaining
Contractual Term
$
3,304,839
60,000
(855,945)
(780)
$
2,508,114
(439,629)
(1,467)
$
2,067,018
(563,808)
(19,552)
1,483,658
1,464,908
$
0.27 $
3.43
0.29
0.10
0.34 $
0.37
0.11
0.33 $
0.21
0.21
0.38 $
0.90
8.53
1.06
0.25
1.02
1.28
0.28
0.97
0.51
0.48
1.15
5.85 years
4.92 years
3.98 years
3.68 years
(1) Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 2 for details.
As of December 31, 2022 and 2021, $55 and $102, respectively, of total unrecognized non-employee stock-based compensation expense, net of estimated forfeitures, related to
stock-based awards were both expected to be recognized over a weighted-average period of 0.06 years. Total recognized compensation cost may be adjusted for future changes
in estimated forfeitures.
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ACM Shanghai Option Grants
The following table summarizes the ACM Shanghai employee stock option activities during the years ended December 31, 2022 and 2021:
Outstanding at December 31, 2020
Forfeited/cancelled
Outstanding at December 31, 2021
Outstanding at December 31, 2022
Vested and exercisable at December 31, 2022
Number of
Option Shares in
ACM Shanghai
5,423,654
(46,154)
5,377,500
5,377,500
2,688,771
$
$
Weighted
Average Grant
Date Fair Value
$
Weighted
Average
Exercise Price
$
$
$
1.89
2.04
2.04
1.93
Weighted Average
Remaining
Contractual Term
3.50 years
2.50 years
1.76 years
0.23
0.24
0.24
0.23
During the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $338 and $349, related to stock option grants of ACM
Shanghai. As of December 31, 2022 and 2021, $160 and $525 of total unrecognized non-employee stock-based compensation expense, net of estimated forfeitures, related to
ACM Shanghai stock-based awards were expected to be recognized over a weighted-average period of 0.8 and 1.5 years, respectively. Total recognized compensation cost may
be adjusted for future changes in estimated forfeitures.
NOTE 20 – INCOME TAXES
The following represent the U.S. and foreign components of income before income tax for the years ended December 31, 2022, 2021 and 2020:
U.S. federal
Foreign
Income before income taxes
2022
Year Ended December 31,
2021
(in thousands)
2020
$
$
(3,456)
70,818
67,362
$
$
(4,389)
47,444
43,055
$
$
(16,688)
35,983
19,295
The following represent components of the income tax benefit (expense) for the years ended December 31, 2022, 2021 and 2020:
Current:
U.S. federal
U.S. state
Total U.S. current tax benefit (expense)
Foreign
Total current tax expense
Deferred:
U.S. federal
U.S. state
Total U.S. deferred tax benefit (expense)
Foreign
Total deferred tax benefit
Total income tax benefit (expense)
2022
Year Ended December 31,
2021
(in thousands)
2020
$
$
(479)
(18)
(497)
(11,139)
(11,636)
(10,927)
8
(10,919)
5,757
(5,162)
(16,798)
$
$
(91)
(2)
(93)
(2,195)
(2,288)
2,089
-
2,089
65
2,154
(134)
$
$
(61)
(2)
(63)
(2,014)
(2,077)
7,325
-
7,325
(2,866)
4,459
2,382
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Tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets at December 31, 2022, 2021, and 2020 are presented below:
Deferred tax assets:
Net operating loss carry forwards (offshore)
Net operating loss carry forwards (U.S.) and credit
Deferred revenue (offshore)
Accruals (U.S.)
Reserves and other (offshore)
Stock-based compensation (U.S.)
Property and equipment (U.S.)
Lease liability
Total gross deferred tax assets
Less: valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Fixed assets
Deferred revenue (offshore)
Equity Investments and unrealized gain on trading securities
Total deferred tax liabilities
Deferred tax assets, net
Year Ended December 31,
2021
2022
2020
$
$
1,456
1,246
1,826
100
3,655
3,289
-
414
11,986
(1,782)
10,204
(443)
-
(3,059)
(3,502)
6,702
$
$
522
12,173
361
15
1,528
2,283
1
559
17,442
(919)
16,523
(589)
(1,486)
(2,584)
(4,659)
11,864
$
$
323
9,981
556
22
884
1,599
164
659
14,188
(848)
13,340
(697)
(967)
(1,886)
(3,550)
9,790
The Company considers all available evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable.
Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry-forward periods), and projected taxable income in
assessing the realizability of deferred tax assets. In making such judgments, significant weight is given to evidence that can be objectively verified. Based on all available
evidence, a partial valuation allowance has been established against some net deferred tax assets as of December 31, 2022 and 2021, based on estimates of recoverability. In
order to fully realize the deferred tax assets, the Company must generate sufficient taxable income in future periods before the expiration of the deferred tax assets governed by
the tax code.
As of December 31, 2022 and 2021, the Company had valuation allowances, respectively, of $49 and $160 for U.S federal purposes, $277 and $237 for U.S. state purposes and
$1,456 and $522 for PRC income tax purposes.
As of December 31, 2022 and 2021, the Company had net operating loss carry-forwards of, respectively, $4,385 and $56,077 for U.S federal purposes, $545 and $545 for U.S.
state purposes and $6,474 and $2,086 for PRC income tax purposes. Such losses begin expiring in 2037, 2032 and 2025 for U.S. federal, U.S. state and PRC income tax
purposes, respectively.
As of December 31, 2022 and 2021, the Company had research credit carry-forwards of, respectively, $61 and $200 for U.S. federal purposes and $377 and $377 for U.S. state
purposes. Such credits begin expiring in 2023 for U.S. federal carry-forwards. There is no expiration date for U.S. state carry-forwards.
Under provisions of the U.S. Internal Revenue Code (the “IRC”), a limitation applies to the use of the U.S. net operating loss and credit carry-forwards that would be applicable
if ACM experiences an “ownership change,” as defined in IRC Section 382. ACM conducted an analysis of its stock ownership under IRC Section 382 and $4,385 of the net
operating loss carryforwards are subject to annual limitation as a result of the ownership change in 2017. The net operating loss carryforwards are not expected to expire before
utilization.
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The Company’s effective tax rate differs from statutory rates of 21% for U.S. federal income tax purposes and 12.5% to 25% for PRC income tax purpose due to the effects of
the valuation allowance and certain permanent differences as they pertain to book-tax differences in employee stock-based compensation and non-US research expense. A new
requirement to capitalize and amortize previously deductible research and experimental expenses resulting from a change in Section 174 made by the Tax Cuts and Jobs Act of
2017 (the “TCJA”) became effective on January 1, 2022. Under the TCJA, the Company is required to capitalize, and subsequently amortize R&D expenses over fifteen years
for research activities conducted outside of the U.S. The capitalization of overseas R&D expenses resulted in a significant increase in the Company’s global intangible low-taxed
income inclusion. Congress is considering legislation, but legislation has not passed, that would repeal the capitalization requirement. Pursuant to the Corporate Income Tax Law
of the PRC, all of the Company’s PRC subsidiaries are liable to PRC Corporate Income Taxes at a rate of 25%, except for ACM Shanghai. According to Guoshuihan 2009 No.
203, an entity certified as an “advanced and new technology enterprise” is entitled to a preferential income tax rate of 15%. ACM Shanghai was certified as an “advanced and
new technology enterprise” in 2012 and again in 2016, 2018, and 2021, with an effective period of three years. In 2021, ACM Shanghai was certified as an eligible integrated
circuit production enterprise and is entitled to a preferential income tax rate of 12.5% from January 1, 2020 to December 31, 2022. The provision for PRC corporate income tax
for ACM Shanghai is calculated by applying the income tax rate of 12.5% for the years ended December 31, 2022, 2021 and 2020.
Income tax expense for the years ended December 31, 2022, 2021 and 2020 differed from the amounts computed by applying the statutory U.S. federal income tax rate of 21%
to pretax income as a result of the following:
Effective tax rate reconciliation:
Income tax provision at statutory rate
Stock Compensation
Foreign rate differential
Other permanent difference
Foreign income taxed in US
Foreign Research Expense
Change in valuation allowance
Total income tax expense (benefit)
2022
Year Ended December 31,
2021
2020
21.00%
(2.72)
(9.43)
(0.26)
19.86
(4.79)
1.28
24.94%
21.00%
(12.75)
(11.60)
(0.23)
10.32
(6.59)
0.16
0.31%
21.00%
(36.99)
(5.07)
11.71
6.05
(8.80)
(0.25)
(12.35)%
Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax
position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is
measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The aggregate changes in the balance of gross unrecognized
tax benefits, which excludes interest and penalties, for the years ended December 31, 2022 and 2021, were as follows:
Beginning balance
Increase of unrecognized tax benefits taken in prior years
Increase of unrecognized tax benefits related to current year
Reductions for tax positions related to prior years
Ending balance
Year Ended December 31,
2021
2022
2020
$
$
6,066
-
2,623
(241)
8,448
$
$
570
52
5,476
(32)
6,066
$
$
44
116
410
-
570
The Company is subject to taxation in the United States, California and foreign jurisdictions. The federal, state and foreign income tax returns are under the statute of limitations
subject to tax examinations for the tax years ended December 31, 2000 through December 31, 2022. To the extent the Company has tax attribute carry-forwards, the tax years in
which the attribute was generated may still be adjusted upon examination by the U.S. Internal Revenue Service or by state or foreign tax authorities to the extent utilized in a
future period.
The Company had $8,448 and $6,066 of unrecognized tax benefits as of December 31, 2022 and 2021, respectively.
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The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2022 and 2021, respectively, the Company had
$508 and $44 of accrued penalties related to uncertain tax positions, all of which was recognized in the Company’s consolidated statements of operations and comprehensive
income for the year then ended. The amount of the unrecognized tax benefit that, if recognized, would impact the effective tax rate was $8,360 as of December 31, 2022. There
were no ongoing examinations by taxing authorities as of December 31, 2022 or 2021.
As of December 31, 2022, the Company has not made a provision for U.S. or additional foreign withholding taxes on approximately $90 million of undistributed earnings of its
foreign subsidiaries that is indefinitely reinvested. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other
circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.
NOTE 21 – SEGMENT INFORMATION
The Company is engaged in the developing, manufacture and sale of single-wafer wet cleaning equipment, which have been organized as one reporting segment as the
equipment has substantially similar nature and economic characteristics. The Company’s principal operating decision maker, ACM’s Chief Executive Officer, receives and
reviews the results of the operations for all major type of equipment as a whole when making decisions about allocating resources and assessing performance of the Company.
For geographical reporting, revenue by geographic location is determined by the location of customers’ facilities to which products were shipped. Long-lived assets consist
primarily of property, plant and equipment, other long-term assets, and right-of-use assets and are attributed to the geographic location in which they are located. Long-lived
assets by geographic region as of the years ended were as follows:
Long-lived assets by geography:
Mainland China
South Korea
United States
Total
NOTE 22 – COMMITMENTS AND CONTINGENCIES
December 31,
2022
2021
$
$
140,481
3,830
10
144,321
$
$
71,534
1,324
50
72,908
The Company leases offices under non-cancelable operating lease agreements. See note 11 for future minimum lease payments under non-cancelable operating lease agreements
with initial terms of one year or more.
As of December 31, 2022, the Company had $102,906 of open capital commitments.
Covenants in ACM Shengwei’s Grant Contract for State-owned Construction Land Use Right in Shanghai City (Category of R&D Headquarters and Industrial Projects) with the
China (Shanghai) Pilot Free Trade Zone Lingang Special Area Administration require, among other things, that ACM Shengwei pay liquidated damages in the event that (a) it
does not make a total investment (including the costs of construction, fixtures, equipment and grant fees) of at least RMB 450.0 million ($63,400) or (b) within six years after the
land use right is obtained, the Company does not (i) generate a minimum specified amount of annual sales of products manufactured on the granted land or (ii) pay to the PRC at
least RMB 157.6 million ($22,000) in annual total taxes (including value-added taxes, corporate income tax, personal income taxes, urban maintenance and construction taxes,
education surcharges, stamp taxes, and vehicle and shipping taxes) as a result of operations in connection with the granted land.
As of December 31, 2022 and December 31, 2021, the Company had paid in total $35,376 and $13,265, respectively for its Lingang-related investments.
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In the normal course of business, the Company is subject to contingencies, including legal proceedings and environmental claims arising out of the normal course of businesses
that relate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies based upon the assessment of the
probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history,
scientific evidence and the specifics of each matter. Some of these contingencies involve claims that are subject to substantial uncertainties and unascertainable damages.
The Company’s management has evaluated all such proceedings and claims that existed as of December 31, 2022 and 2021. In the opinion of management, no provision for
liability nor disclosure was required as of December 31, 2022 related to any claim against the Company because: (a) there is not a reasonable possibility that a loss exceeding
amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is
immaterial.
NOTE 23 – STATUTORY SURPLUS RESERVE
In accordance with the PRC’s Foreign Enterprise Law, ACM Shanghai, ACM Shengwei, and ACM Wuxi are required to make appropriation to reserve funds, comprising the
statutory surplus reserve and discretionary surplus reserve, based on after-tax net income in accordance with generally accepted accounting principles of PRC (“PRC GAAP”).
Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to
50% of the entities’ registered capital. The amount is calculated annually at the end of each calendar year. The balances of statutory reserve funds were $16,881 and $8,312 as of
December 31, 2022 and December 31, 2021, respectively, and are presented as statutory surplus reserve on the Company’s consolidated balance sheets.
NOTE 24 – PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with Rule 4-08(e)(3) of Regulation S-X of the SEC and concluded that it
was applicable for the Company to disclose the financial information for ACM only. Certain information and footnote disclosures generally included in financial statements
prepared in accordance with GAAP have been condensed or omitted. The footnote disclosure contains supplemental information relating to the operations of ACM separately.
ACM’s subsidiaries did not pay any dividends to ACM during the periods presented.
ACM did not have significant capital or other commitments, long-term obligations, or guarantees as of December 31, 2022 or 2021.
The following represents condensed unconsolidated financial information of ACM only as of December 31, 2022 and 2021, and for the years ended December 31, 2022, 2021
and 2020:
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CONDENSED BALANCE SHEETS
Assets
Current assets:
Cash and cash equivalents
Accounts receivable
Due from intercompany
Other receivable
Prepaid expenses
Total current assets
Deferred tax assets
Investment in unconsolidated subsidiaries
Total assets
Liabilities and Stockholders’ Equity
Accounts payable
Other payables
Income taxes payable
FIN-48 payable
Deferred tax liability
Total liabilities
Total stockholders’ equity
Total liabilities and stockholder’s equity
CONDENSED STATEMENTS OF OPERATIONS
Revenue
Cost of revenue
Gross profit
Operating expenses:
Sales and marketing expenses
General and administrative expenses
Research and development expenses
Loss from operations
Equity in earnings of unconsolidated subsidiaries
Change in fair value of financial liability
Interest income, net
Interest expense, net
Other income, net
Income before income taxes
Income tax benefit
Net income
December 31,
2022
2021
$
$
$
$
23,853 $
24
-
5,017
134
29,028
6,703
653,926
689,657 $
236 $
4,409
3,469
6,686
-
14,800
674,857
689,657 $
29,536
16
-
48
594
30,194
13,166
637,961
681,321
875
404
254
2,282
1,302
5,117
676,204
681,321
Year Ended December 31,
2021
2022
2020
$
569
-
569
$
16
-
16
(3,193)
(5,421)
-
(8,045)
32,145
-
57
(7)
2,148
26,298
12,965
39,263
$
(2,443)
(5,116)
-
(7,543)
43,866
-
54
-
1,380
37,757
-
37,757
$
1,776
(1,707)
69
(1,361)
(5,010)
-
(6,302)
36,273
(11,964)
90
-
683
18,780
-
18,780
$
$
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CONDENSED STATEMENTS OF CASH FLOWS
Net cash used in operating activities
Net cash used by investing activities
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Year Ended December 31,
2021
2022
2020
(5,997)
(1,000)
1,314
(5,683)
29,536
23,853
$
$
(5,902)
-
5,250
(652)
30,188
29,536
$
$
(290)
-
2,745
2,455
27,733
30,188
$
$
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Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Dismissal of Previous Independent Registered Public Accounting Firm
On May 12, 2022, the Audit Committee of our Board of Directors, or the Audit Committee, completed a competitive selection process to determine our independent registered
public accounting firm for the fiscal year ended December 31, 2022. The Audit Committee invited to participate in this process several independent public accounting firms that
are subject to inspection by the PCAOB. As a result of this process, on May 16, 2022, we dismissed BDO China as our independent registered public accounting firm. BDO
China, which audited our consolidated financial statements from 2015 through 2021, is not inspected by the PCAOB and therefore was not considered by the Audit Committee
in selecting our independent registered public accounting firm for the fiscal year ended December 31, 2022.
The reports of BDO China on our consolidated financial statements and internal control over financial reporting for the fiscal years ended December 31, 2021 and 2020 did not
contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2021 and 2020 and in the subsequent interim period through March 31, 2022, there were (a) no “disagreements” (as defined in Item
304(a)(1)(iv) of Regulation S‑K and the related instructions) with BDO China on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure that, if not resolved to the satisfaction of BDO China, would have caused BDO China to make reference thereto in its reports on the consolidated financial
statements for the fiscal years ended December 31, 2021 and 2020 and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S‑K).
We provided a copy of the foregoing disclosures to BDO China and requested that BDO China furnish us with a letter addressed to the SEC, pursuant to Item 304(a)(3) of
Regulation S-K, stating whether or not BDO China agreed with the above disclosures. A copy of BDO China’s letter furnished pursuant to that request is filed as Exhibit 16.01.
Engagement of New Independent Registered Public Accounting Firm
On May 12, 2022, the Audit Committee also approved the engagement of Armanino LLP as our new independent registered public accounting firm to perform independent audit
services for the fiscal year ended December 31, 2022. Armanino LLP is subject to inspection by the PCAOB. The engagement of Armanino LLP became effective on May 19,
2022.
During the fiscal years ended December 31, 2021 and 2020 and in the subsequent interim period through March 31, 2022, neither we nor anyone on our behalf consulted with
Armanino LLP with respect to either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might
be rendered with respect to our consolidated financial statements, and no written report or oral advice was provided to us by Armanino LLP that was an important factor that we
considered in reaching a decision as to any accounting, auditing or financial reporting issue or (b) any matter that was the subject of a “disagreement” (as defined in Item 304(a)
(1)(iv) of Regulation S‑K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S‑K).
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our company’s disclosure controls and
procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, or the Exchange Act, as of December 31, 2022. The evaluation included certain internal control
areas in which we have made and are continuing to make changes to improve and enhance controls. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control
objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its
judgment in evaluating the benefits of possible controls and procedures relative to their costs. The effectiveness of the disclosure controls and procedures is also necessarily
limited by the staff and other resources available to management and the geographic diversity of our company’s operations. As a result of the COVID-19 pandemic, in 2021 and
2022 we have faced additional challenges in operating and monitoring our disclosure controls and procedures as a result of employees working remotely and management travel
being limited. In addition, we face potential heightened cybersecurity risks as our level of dependence on our IT networks and related systems increases, stemming from
employees working remotely, and the number of malware campaigns and phishing attacks preying on the uncertainties surrounding the COVID‑19 pandemic increases.
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Based on that evaluation, and as a result of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial
Officer concluded that, as of December 31, 2022, our company’s disclosure controls and procedures were not effective to provide reasonable assurance that information we are
required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Notwithstanding the material weaknesses in internal control over financial reporting described below, our management, including our Chief Executive Officer and Chief
Financial Officer, believes that our consolidated financial statements included in this report present fairly, in all material respects, our financial position, results of operations and
cash flows as of and for the periods presented, in conformity with GAAP.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with general accepted accounting principles. The company’s internal control over financial reporting includes those
policies and procedures that:
●
●
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material
effect on the financial statements.
●
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as
of December 31, 2022. In making this assessment, our management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that we did not maintain effective internal control over financial
reporting as of December 31, 2022 due to the material weaknesses described below.
Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Management identified the following material weaknesses during its assessment of internal controls over financial reporting as of December 31, 2022:
• Management did not design and maintain effective risk assessment procedures, and monitoring activities. These deficiencies were attributed to insufficient
identification and assessment of risks impacting the design, implementation, and operating effectiveness of internal control over financial reporting, and insufficient
evaluation and determination as to whether components of internal control were present and functioning.
• Management did not design and maintain effective information technology controls related to (a) user access controls to ensure appropriate segregation of duties
and adequately restrict user and privileged access to financial applications, programs, and data to appropriate personnel, (b) computer operations controls to ensure
that critical information is monitored, and data backups are authorized and monitored, (c) appropriate controls to evaluate automated controls, and (d) appropriate
controls to validate the completeness and accuracy of key reports used within controls across substantially all financial statement areas.
Although these material weaknesses did not result in any material misstatement of our consolidated financial statements as of and for the year ended December 31, 2022, there is
a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. Accordingly, management has
concluded that these control deficiencies constitute material weaknesses.
Remediation Efforts
We have begun the process of, and are focused on, designing and implementing effective internal control measures to improve our internal control over financial reporting and
remediate the material weaknesses. Our internal control remediation efforts include the following:
•
•
•
•
Continue engagement with an outside firm to assist management with (i) designing and maintaining effective risk assessment procedures and monitoring activities, (ii)
reviewing our current processes, procedures, and systems and assessing the design of controls to identify opportunities to enhance the design of controls that would
address relevant risks identified by management to assure the operating effectiveness of internal control over financial reporting, and (iii) enhancing and implementing
protocols to retain sufficient documentary evidence of operating effectiveness of such controls.
Continue to recruit qualified individuals for key positions within our accounting and other support functions that will further enhance internal control capabilities, allow
for appropriate segregation of duties, and provide appropriate oversight and reviews.
Complete the implementation of our new enterprise reporting software and other system integrations and establish effective general controls over these systems to
ensure that our automated process level controls and information produced and maintained in our IT systems is relevant and reliable.
Restrict and monitor user access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access of applications, programs, and
data to appropriate personnel, implement computer operations controls to ensure that critical information is monitored, and data backups are authorized and monitored,
establish appropriate controls to evaluate automated controls, and design and monitor appropriate controls to validate the completeness and accuracy of key reports used
within controls across substantially all financial statement areas.
We are committed to ensuring that our internal controls over financial reporting are designed and operating effectively. Management believes the planned remediation will
improve the effectiveness of our internal control over financial reporting. While these planned actions are subject to ongoing management evaluation and will require validation
and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement
of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.
Attestation Report of Independent Registered Public Accounting Firm
Armanino LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which is included herein under
“Item 8. Financial Statements and Supplementary Data”.
Changes in Internal Control over Financial Reporting and Remediation Efforts
Other than the material weaknesses and the management remediation efforts described above, no changes were identified to our internal control over financial reporting during
the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We will continue to
review and document our disclosure controls and procedures, including our internal control over financial reporting and may from time to time make changes to enhance their
effectiveness and ensure that our systems evolve with our business.
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Item 9B.
Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
(a) ACM Research was identified by the SEC pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the
preparation of the audit report on its financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021, a registered public accounting firm
that has a branch or office that is located in a foreign jurisdiction and that the PCAOB had then determined it was unable to inspect or investigate completely because of a
position taken by an authority in the foreign jurisdiction, which determination was vacated by the PCAOB on December 15, 2022. ACM Research herein confirms that it is not
owned or controlled by any governmental entity in such foreign jurisdiction.
(b) Not applicable.
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PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed
with the SEC within 120 days after the end of the fiscal year covered by this report.
Item 11.
Executive Compensation
Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed
with the SEC within 120 days after the end of the fiscal year covered by this report.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed
with the SEC within 120 days after the end of the fiscal year covered by this report.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed
with the SEC within 120 days after the end of the fiscal year covered by this report.
Item 14.
Principal Accounting Fees and Services
Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed
with the SEC within 120 days after the end of the fiscal year covered by this report.
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PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a) See “Item 8. Financial Statements and Supplementary Data – Index to Consolidated Financial Statements” of Part II above and “Exhibit Index” below.
(b)
Exhibits.
Exhibit
No.
3.01(a)
Description
Restated Certificate of Incorporation of ACM Research, Inc. (incorporated herein by reference to Exhibit 3.01 to the Current Report on Form 8-K filed on
November 14, 2017)
3.01(b)
Certificate of Amendment to Restated Certificate of Incorporation of ACM Research, Inc., dated July 13, 2021 (incorporated herein by reference to Exhibit
3.01 to the Current Report filed on July 13, 2021)
3.02
4.01
4.02
4.03
4.04‡
Restated Bylaws of ACM Research, Inc. (incorporated herein by reference to Exhibit 3.02 to the Current Report on Form 8-K filed on November 14, 2017)
Senior Secured Promissory Note dated March 30, 2018 issued by Shengxin (Shanghai) Management Consulting Limited Partnership to ACM Research
(Shanghai), Inc. (incorporated herein by reference to Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on May 14, 2018)
Intercompany Promissory Note dated March 30, 2018 issued by ACM Research (Shanghai), Inc. to ACM Research, Inc. (incorporated herein by reference to
Exhibit 10.04 to the Quarterly Report on Form 10-Q filed on May 14, 2018)
Warrant Exercise Agreement dated March 30, 2018 by and among ACM Research, Inc., ACM Research (Shanghai), Inc., and Shengxin (Shanghai)
Management Consulting Limited Partnership (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report on Form 10-Q filed on May 14, 2018)
Warrant to Purchase Class A Common Stock issued to Shengxin (Shanghai) Management Consulting Limited Partnership dated July 29, 2020 (incorporated
herein by reference to Exhibit 4.01 to the Quarterly Report on Form 10-Q filed on August 10, 2020)
4.05
10.01(a)
Description of ACM Research, Inc.’s Securities
Lease dated March 22, 2017 between ACM Research, Inc. and D&J Construction, Inc. (incorporated herein by reference to Exhibit 10.01 to the Registration
Statement on Form S-1 filed on September 13, 2017)
10.01(b)
Lease Amendment dated February 28, 2018 between ACM Research, Inc. and D&J Construction, Inc. (incorporated herein by reference to Exhibit 10.06 to the
Amended Quarterly Report on Form 10-Q/A filed on October 15, 2018)
10.01(c)
Lease Amendment dated February 4, 2019 between ACM Research, Inc. and D&J Construction, Inc. (incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed on February 8, 2019)
10.01(d)
Lease Amendment dated January 4, 2021 between ACM Research, Inc. and D&J Construction, Inc. (incorporated herein by reference to Exhibit 10.01(d) to the
Annual Report on Form 10-K filed on March 1, 2022)
10.02
10.03
10.04
10.05
Lease Agreement dated April 26, 2018 between ACM Research (Shanghai), Inc. and Shanghai Zhangjiang Group Co., Ltd. (incorporated herein by reference to
Exhibit 10.01 to the Amended Quarterly Report on Form 10-Q/A filed on October 15, 2018)
Lease Agreement dated January 18, 2018 between ACM Research (Shanghai), Inc. and Shanghai Shengyu Culture Development Co., Ltd. (incorporated herein
by reference to Exhibit 10.05 to the Amended Quarterly Report on Form 10-Q/A filed on October 15, 2018)
Securities Purchase Agreement dated March 14, 2017 by and among ACM Research, Inc., Shengxin (Shanghai) Management Consulting Limited Partnership
and ACM Research (Shanghai), Inc. (incorporated herein by reference to Exhibit 10.03 to the Registration Statement on Form S-1 filed on September 13, 2017)
Securities Purchase Agreement dated March 23, 2017 between ACM Research, Inc. and Shanghai Science and Technology Venture Capital Co., Ltd., as
amended (incorporated herein by reference to Exhibit 10.04 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)
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10.06
10.07
Ordinary Share Purchase Agreement dated September 6, 2017 by and among ACM Research, Inc., Ninebell Co., Ltd. and Moon-Soo Choi (incorporated herein
by reference to Exhibit 10.07 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)
Stock Purchase Agreement, dated October 11, 2017, by and among ACM Research, Inc., Xinxin (Shanghai) Capital Co., Limited, Xinxin (Hongkong) Capital
Co., Limited and David H. Wang (incorporated herein by reference to Exhibit 10.10 to the Amended Registration Statement on Form S-1/A filed on October
18, 2017)
10.08
Form of Capital Increase Agreement between ACM Research, Inc. and certain investors (incorporated herein by reference to Exhibit 10.01 to the Quarterly
Report on Form 10-Q filed on August 12, 2019)
10.08(a)
Schedule identifying agreements substantially identical to the form of Capital Increase Agreement filed as Exhibit 10.12 hereto (incorporated herein by
reference to Exhibit 10.01(a) to the Quarterly Report on Form 10-Q filed on August 12, 2019)
10.09
Form of Agreement between ACM Research, Inc. and certain Investors (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report on Form 10-
Q filed on August 12, 2019)
10.09(a)
Schedule identifying agreements substantially identical to the form of Agreement filed as Exhibit 10.13 hereto (incorporated herein by reference to Exhibit
10.02(a) to the Quarterly Report on Form 10-Q filed on August 12, 2019)
10.10
10.11+
Partnership Agreement of Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) dated September 5, 2019 by and among
Infotech National Emerging Industry Venture Investment Guidance Fund (LP), Hefei Guozheng Asset Management Co, Ltd., Hefei Economic and
Technological Development Zone Industrial Investment Guidance Fund Co., Ltd., ACM Research (Shanghai), Inc., Hefei Tongyi Equity Investment
Partnership (LP), Shenzen Waitan Technology Development Co., Ltd., and Beijing Shixi Qingliu Investment Co., Ltd. (incorporated herein by reference to
Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on November 13, 2019)
2016 Omnibus Incentive Plan of ACM Research, Inc. (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on
December 8, 2017)
10.11(a)+
Form of Incentive Stock Option Grant Notice and Agreement under 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10(a) to the
Registration Statement on Form S-1 filed on September 13, 2017)
10.11(b)+
Form of Non-qualified Stock Option Grant Notice and Agreement under 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10(b) to
the Registration Statement on Form S-1 filed on September 13, 2017)
10.11(c)+
Form of Restricted Stock Unit Grant Notice and Agreement under 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10(c) to the
Registration Statement on Form S-1 filed on September 13, 2017)
10.12+
Form of Nonstatutory Stock Option Agreement of ACM Research, Inc. (incorporated herein by reference to Exhibit 10.11 to the Registration Statement on
10.13+
Form S-1 filed on September 13, 2017)
1998 Stock Option Plan of ACM Research, Inc. (incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed on
September 13, 2017)
10.13(a)+
Form of Incentive Stock Option Agreement under 1998 Stock Option Plan (incorporated herein by reference to Exhibit 10.12(a) to the Registration Statement
on Form S-1 filed on September 13, 2017)
10.13(b)+
Form of Non-statutory Stock Option Agreement under 1998 Stock Option Plan (incorporated herein by reference to Exhibit 10.12(b) to the Registration
Statement on Form S-1 filed on September 13, 2017)
10.14
Form of Indemnification Agreement entered into between ACM Research, Inc. and certain of its directors and officers (incorporated herein by reference to
Exhibit 10.13 to the Registration Statement on Form S-1 filed on September 13, 2017)
10.15+
Letter agreement dated June 12, 2019 between ACM Research, Inc. and Mark McKechnie (incorporated herein by reference to Exhibit 10.02 to the Current
Report on Form 8-K filed on August 13, 2019)
10.16+‡
Employment Agreement dated January 8, 2018 between ACM Research (Shanghai), Inc. and Lisa Feng (incorporated herein by reference to Exhibit 10.20 to
the Annual Report on Form 10-K filed on March 1, 2022)
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10.17
Note Assignment and Cancellation Agreement dated April 30, 2020 by and among ACM Research, Inc., ACM Research (Shanghai), Inc. and Shengxin
(Shanghai) Management Consulting Limited Partnership (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report Form 10-Q filed on May 8,
2020)
10.18(a)
Share Transfer and Note Cancellation Agreement dated April 30, 2020 between ACM Research, Inc. and Shengxin (Shanghai) Management Consulting
Limited Partnership (incorporated herein by reference to Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on May 8, 2020)
10.18(b)
10.19‡†
Amendment No. 1 to Share Transfer and Note Cancellation Agreement dated July 29, 2020 between ACM Research, Inc. and Shengxin (Shanghai)
Management Consulting Limited Partnership (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on November 9,
2020)
Grant Contract for State-owned Construction Land Use Right in Shanghai City (Category of R&D Headquarters and Industrial Projects) dated as of May 7,
2020 between ACM Research (Lingang), Inc. and China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration (incorporated herein by
reference to Exhibit 10.01 to the Current Report on Form 8-K filed on May 13, 2020)
10.20†
Commitment Letter Regarding the Lock-up of Shares, effective as of May 26, 2020, of ACM Research, Inc. (incorporated herein by reference to Exhibit 10.01
to the Current Report on Form 8-K filed on June 1, 2020)
10.21†
Commitment Letter Regarding Shareholding Intent and Intent to Reduce Shareholding, effective as of May 26, 2020, of ACM Research, Inc. and David H.
Wang (incorporated herein by reference to Exhibit 10.02 to the Current Report to Form 8-K filed on June 1, 2020)
10.22†
Commitment Letter Regarding the Plan and Binding Measures for Stabilizing the Stock Price of ACM Research (Shanghai), Inc. Within Three Years After
Listing, effective as of May 26, 2020, of ACM Research, Inc., ACM Research (Shanghai), Inc., and certain individuals named therein (incorporated herein by
reference to Exhibit 10.03 to the Current Report on Form 8-K filed on June 1, 2020)
10.23†
Commitment Letter Regarding Fraudulent Issuance of Listed Shares, effective as of May 26, 2020, of ACM Research, Inc., ACM Research (Shanghai), Inc.
and David H. Wang (incorporated herein by reference to Exhibit 10.04 to the Current Report on Form 8-K filed on June 1, 2020)
10.24‡†
Commitment Letter Regarding the Lack of False Records, Misleading Statements or Major Omissions in the Preliminary Information Document, effective as of
May 26, 2020, of ACM Research, Inc. (incorporated herein by reference to Exhibit 10.05 to the Current Report on Form 8-K filed on June 1, 2020)
10.25†
Commitment Letter Regarding Making Up for Diluted Immediate Returns, effective as of May 26, 2020, of ACM Research, Inc. (incorporated herein by
reference to Exhibit 10.06 to the Current Report on Form 8-K filed on June 1, 2020)
10.26‡†
Commitment Letter Regarding Unfulfilled Commitment on Binding Measures, effective as of May 26, 2020, of ACM Research, Inc. and David H. Wang
(incorporated herein by reference to Exhibit 10.07 to the Current Report on Form 8-K filed on June 1, 2020)
10.27†
Commitment Letter Regarding the Avoidance of Competition in the Same Industry, effective as of May 26, 2020, of ACM Research, Inc. (incorporated herein
by reference to Exhibit 10.08 to the Current Report on Form 8-K filed on June 1, 2020)
10.28†
Commitment Letter Regarding the Standardization and Reduction of Related Transactions, effective as of May 26, 2020, of ACM Research, Inc. (incorporated
herein by reference to Exhibit 10.09 to the Current Report on Form 8-K filed on June 1, 2020)
10.29†
Commitment Letter Regarding the Avoidance of Funds Occupation and Illegal Guarantee, effective as of May 26, 2020, of ACM Research, Inc. (incorporated
herein by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on June 1, 2020)
10.30‡†
Statement and Commitment Letter, effective as of May 26, 2020, of ACM Research, Inc. (incorporated herein by reference to Exhibit 10.11 to the Current
Report on Form 8-K filed on June 1, 2020)
10.31†
Commitment Letter Regarding Property Lease Matters, effective as of May 26, 2020, of ACM Research, Inc. (incorporated herein by reference to Exhibit 10.12
to the Current Report on Form 8-K filed on June 1, 2020)
10.32†
Commitment Letter Regarding Social Insurance and Housing Provident Fund Matters, effective as of May 26, 2020, of ACM Research, Inc. (incorporated
herein by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on June 1, 2020)
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10.33†
Commitment Letter Regarding Foreign Exchange Matters, effective as of May 26, 2020, of ACM Research, Inc. (incorporated herein by reference to Exhibit
10.14 to the Current Report on Form 8-K filed on June 1, 2020)
10.34†
Confirmation and Commitment Letter Regarding the Historical Evolution Related Matters Regarding ACM Research (Shanghai), Inc., effective as of May 26,
2020, of ACM Research, Inc. (incorporated herein by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on June 1, 2020)
10.35†
Confirmation Letter, effective as of May 26, 2020, of ACM Research, Inc. (incorporated herein by reference to Exhibit 10.16 to the Current Report on Form 8-
K filed on June 1, 2020)
10.36‡†
10.37‡†
Qingdao Fortune-Tech Xinxing Capital Partnership (L.P.) Partnership Agreement, dated June 9, 2020, among China Fortune Tech Capital Co., Ltd., as general
partner, and the several limited partners named therein, including ACM Research (Shanghai), Inc. (incorporated herein by reference to Exhibit 10.01 to the
Current Report on Form 8-K filed on July 7, 2020)
Supplementary Agreement to Partnership Agreement of Qingdao Fortune-Tech Xinxing Capital Partnership (L.P.), dated June 15, 2020, among China Fortune
Tech Capital Co., Ltd., as general partner, and the several limited partners named therein, including ACM Research (Shanghai), Inc. (incorporated herein by
reference to Exhibit 10.02 to the Current Report on Form 8-K filed on July 7, 2020)
10.38†*
Form of Shanghai Public Rental Housing Overall Pre-Sale Contract (incorporated herein by reference to Exhibit 10.01 to the Current Report on Form 8-K filed
on February 25, 2021)
10.38(a)
Schedule identifying agreements substantially identical to the form of Shanghai Public Rental Housing Overall Pre-Sale Contract filed as Exhibit 10.43 hereto
(incorporated herein by reference to Exhibit 10.01(a) to the Current Report on Form 8-K filed on February 25, 2021)
10.39†
10.40†
Loan and Mortgage Contract dated November 19, 2020 between China Merchants Bank Co., Ltd., Shanghai Pilot Free Trade Zone Lin-Gang Special Area Sub-
branch and Shengwei Research (Shanghai), Inc. (incorporated herein by reference to Exhibit 10.02 to the Current Report on Form 8-K filed on February 25,
2021)
Irrevocable Letter of Guarantee dated November 19, 2020 between China Merchants Bank Co., Ltd., Shanghai Pilot Free Trade Zone Lin-Gang Special Area
Sub-branch and ACM Research (Shanghai), Inc. (incorporated herein by reference to Exhibit 10.03 to the Current Report on Form 8-K filed on February 25,
2021)
10.41‡†
Plant lease Contract dated as of February 1, 2021 between ACM Research (Shanghai), Inc. and Shanghai Shengyu Culture Development Co., Ltd.
16.01
21.01
23.01
23.02
31.01
31.02
32.01
99.01
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
(incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on May 7, 2021)
Letter dated May 19, 2022 from BDO China Shu Lun Pan Certified Public Accountants LLP to the Securities and Exchange Commission (incorporated herein
by reference to Exhibit 16.1 to the Current Report on Form 8-K filed on May 19, 2022)
List of Subsidiaries of ACM Research, Inc.
Consent of Armanino LLP
Consent of BDO China Shu Lun Pan Certified Public Accountants LLP
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
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
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
Submission under Item 9C(a) of Form 10-K
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline
XBRL document)
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101)
+
‡
†
*
Indicates management contract or compensatory plan.
Certain information in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***]
Unofficial English translation of original document prepared in Mandarin Chinese.
Certain appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We hereby undertake to furnish copies of the omitted appendices upon request by the
Securities and Exchange Commission, provided that we may request confidential treatment pursuant to Rule 24b‑2 of the Securities Exchange Act of 1934 for the
appendices so furnished.
Item 16.
Form 10-K Summary
None.
147
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, as of March 1, 2023.
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities indicated as of March 1, 2023:
ACM RESEARCH, INC.
By:
/s/ David H. Wang
David H. Wang
Chief Executive Officer and President
Signature
/s/ David H. Wang
David H. Wang
/s/ Mark A. McKechnie
Mark A. McKechnie
/s/ Haiping Dun
Haiping Dun
/s/ Chenming Hu
Chenming Hu
/s/ Tracy Liu
Tracy Liu
/s/ Xiao Xing
Xiao Xing
Title
Chief Executive Officer, President and Director
(Principal Executive Officer)
Chief Financial Officer, Executive Vice President and Treasurer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Description of ACM Research, Inc. Securities
Exhibit 4.05
The following information constitutes the “Description of Securities” required by Item 202(a) of Regulation S-K. As of March 1, 2023, ACM Research, Inc. has one class of
securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, which is its Class A common stock, $0.0001 par value per share.
References herein to “we,” “our,” “us,” or “our company” refer to ACM Research, Inc., a Delaware corporation. The following information summarizes the material terms of our
common and preferred stock and warrants, as well as relevant provisions of our charter, which includes certificates of designations relating to each series of our preferred stock,
and bylaws, the Delaware General Corporation Law and the Warrant (as defined below). For a complete description of the terms of our common stock and other securities,
please refer to our charter and bylaws and the Warrant.
Authorized Capital Stock
Our authorized capital stock consists of (i) 150,000,000 shares of Class A common stock, $0.0001 par value per share, of which 60,000,000 are available only for issuance as
dividends on outstanding Class A common stock, (ii) 5,307,816 shares of Class B common stock, $0.0001 par value per share, all of which are available only for issuance as
dividends on outstanding Class B common stock, and (iii) 10,000,000 shares of preferred stock, $0.0001 par value per share. Class A common stock and Class B common stock
are referred to collectively as common stock. Authorized but unissued shares of Class B Common Stock are not available for reissuance.
Common Stock
Voting Rights
Except as otherwise required by Delaware law, at every annual or special meeting of stockholders, holders of Class B common stock are entitled to twenty votes per share and
holders of Class A common stock are entitled to one vote per share. The holders of Class A common stock and Class B common stock vote together as a single class, unless
otherwise required by law.
Dividends
Subject to preferences that may be applicable to any then outstanding preferred stock, the holders of our outstanding shares of common stock are entitled to receive dividends, if
any, as may be declared from time to time by the board of directors out of legally available funds. The holders of Class A common stock and Class B common stock are entitled
to share equally, identically and ratably, on a per share basis, with respect to any dividend or distribution unless different treatment of the shares of each such class is approved by
the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class. At present, we
have no plans to issue dividends.
Liquidation
In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to
stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of
preferred stock.
Conversion
Each outstanding share of Class B common stock is convertible into one share of Class A common stock (a) at any time, at the option of the holder, or (b) upon any transfer of
such share of Class B common stock, whether or not for value, except for certain transfers described in our charter, including transfers to family members, trusts solely for the
benefit of the stockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members. Once
converted or transferred and converted into Class A common stock, shares of Class B common stock will not be reissued.
Other Rights and Preferences
Other than as described above, holders of common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions
applicable to common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of
shares of any series of preferred stock that we may designate and issue in the future.
Preferred Stock
Under the terms of our charter, the board of directors is authorized to issue up to 10,000,000 shares of preferred stock in one or more series, to establish the number of shares to
be included in each such series, and to fix the designation, powers, preferences and rights of such shares and any qualifications, limitations or restrictions thereof. These rights,
preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and other provisions,
any or all of which may be greater than the rights of common stock. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of
the holders of common stock, including the loss of voting control to others, and the likelihood that such holders will receive dividend payments and payments upon our
liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other corporate action.
Anti-Takeover Provisions
So long as the outstanding shares of Class B common stock represent a majority of the combined voting power of common stock, the holders of Class B common stock will
effectively control all matters submitted to our stockholders for a vote, as well as the overall management and direction of our company, which will have the effect of delaying,
deferring or discouraging another person from acquiring control of our company.
After such time as the shares of Class B common stock no longer represent a majority of the combined voting power of common stock, the provisions of Delaware law, and our
charter and our bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company.
Delaware Law
Section 203 of the Delaware General Corporation Law prevents some Delaware corporations from engaging, under some circumstances, in a business combination, which
includes a merger or sale of at least 10% of the corporation’s assets with any interested stockholder, meaning a stockholder who, together with affiliates and associates, owns or,
within three years prior to the determination of interested stockholder status, did own 15% or more of the corporation’s outstanding voting stock, unless:
•
•
•
the transaction is approved by the board of directors prior to the time that the interested stockholder became an interested stockholder;
upon consummation of the transaction, which resulted in the stockholder’s becoming an interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction commenced, excluding stock owned by directors who are also officers of the corporation; or
subsequent to such time that the stockholder became an interested stockholder the business combination is approved by the board and authorized at an annual or special
meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
A Delaware corporation may “opt out” of these provisions with an express provision in its original charter or an express provision in its charter or bylaws resulting from a
stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or
change in control attempts of us may be discouraged or prevented.
Charter and Bylaw Provisions
Our charter and bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our company, even
after such time as the shares of Class B common stock no longer represent a majority of the combined voting power of common stock, including the following:
•
•
•
•
•
•
Separate Class B Vote for Certain Transactions. Until the first date on which the outstanding shares of Class B common stock represent less than 35% of the combined
voting power of common stock, any transaction that would result in a change in control of our company will require the approval of a majority of our outstanding Class
B common stock voting as a separate class. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of
outstanding shares of Class A and Class B common stock, voting together on a combined basis.
Dual Class Stock. As described above in “-Common Stock-Voting Rights” above, our charter provides for a dual class common stock structure, which provides certain
members of our senior management with the ability to control the outcome of matters requiring stockholder approval, even if they collectively own significantly less
than a majority of the shares of our outstanding Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a
merger or other sale of our company or its assets.
Supermajority Approvals. Our charter and bylaws provide that when the outstanding shares of Class B common stock represent less than a majority of the combined
voting power of common stock, certain amendments to our charter or bylaws will require the approval of two-thirds of the combined vote of our then-outstanding shares
of Class A and Class B common stock. This will have the effect of making it more difficult to amend our charter or bylaws to remove or modify certain provisions.
Board of Directors Vacancies. Our charter and bylaws provide that stockholders may fill vacant directorships. When the outstanding shares of Class B common stock
represent less than a majority of the combined voting power of common stock, our charter and bylaws authorize only the board of directors to fill vacant directorships.
In addition, the number of directors constituting the board is set only by resolution adopted by a majority vote of our entire board. These provisions restricting the filling
of vacancies will prevent a stockholder from increasing the size of the board and gaining control of the board by filling the resulting vacancies with its own nominees.
Our charter provides that directors may be removed with or without cause only by the affirmative vote of the holders of at least two-thirds of the votes that all of the
stockholders would be entitled to cast in any annual election of directors.
Classified Board. The board of directors is not currently classified. Our charter and bylaws provide that when outstanding shares of Class B common stock represent
less than a majority of the combined voting power of common stock, the board will be classified into three classes of directors, each of which will hold office for a
three-year term. In addition, thereafter, directors may be removed from the board with or without cause only by the affirmative vote of the holders of at least two-thirds
of the voting power of the then-outstanding shares of Class A and Class B common stock. The existence of a classified board could delay a successful tender offeror
from obtaining majority control of the board, and the prospect of that delay might deter a potential offeror.
Stockholder Action; Special Meeting of Stockholders. Our charter provides that stockholders will be able to take action by written consent. When the outstanding shares
of Class B common stock represent less than a majority of the combined voting power of common stock, our stockholders will no longer be able to take action by
written consent, and will only be able to take action at annual or special meetings of our stockholders. Stockholders will not be permitted to cumulate their votes for the
election of directors. The absence of cumulative voting may make it more difficult for stockholders who own less than a majority in voting power to elect any directors
to the board of directors. Our bylaws further provide that special meetings of our stockholders may be called only by the board, the chair of the board or our chief
executive officer. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders
controlling a majority in voting power of our capital stock to take any action, including the removal of director.
•
•
Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our bylaws provide advance notice procedures for stockholders seeking to bring
business before our annual meeting of stockholders, or to nominate candidates for election as directors at any meeting of stockholders. Our bylaws also specify certain
requirements regarding the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual
meeting of stockholders or from making nominations for directors at our meetings of stockholders.
Issuance of Undesignated Preferred Stock. The board of directors has the authority, without further action by the stockholders, to issue shares of undesignated preferred
stock with rights and preferences, including voting rights, designated from time to time by the board. The existence of authorized but unissued shares of preferred stock
enables the board to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.
Choice of Forum
Our charter provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action
asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, or our charter or bylaws; any action to
interpret, apply, enforce, or determine the validity of our charter or bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The
enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court
could find these types of provisions to be inapplicable or unenforceable. The choice of forum provision summarized above is not intended to, and would not, apply to suits
brought to enforce any liability or duty created by (i) the Securities Act of 1933 or the rules and regulations thereunder, jurisdiction over which is vested in concurrently vested in
federal and state courts, or (ii) the Securities Exchange Act of 1934 or the rules and regulations thereunder, jurisdiction over which is exclusively vested by statute in the U.S.
federal courts.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
Nasdaq Global Select Market
The Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ACMR.”
ACM RESEARCH, INC.
LIST OF SUBSIDIARIES
Exhibit 21.01
Name of Subsidiary
ACM Research (Shanghai), Inc.
CleanChip Technologies Limited
ACM Research (Wuxi), Inc.
ACM Research Korea CO., LTD.
Shengwei Research (Shanghai), Inc.
ACM Research (Singapore) PTE, Ltd.
ACM Research (CA), Inc.
ACM Research (Cayman), Inc.
ACM Research (Beijing), Inc.
Hanguk ACM CO., LTD
Jurisdiction of Incorporation or Organization
People’s Republic of China
Hong Kong
People’s Republic of China
Republic of Korea
People’s Republic of China
Singapore
United States of America
Cayman Islands
People’s Republic of China
Korea
Exhibit 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement Nos. 333-222702, 333-232780 and 333-254150 on Form S-8 of our reports dated March 1,
2023, relating to the consolidated financial statements, and the effectiveness of ACM Research, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting,
appearing in this Annual Report on Form 10-K of ACM Research, Inc. and subsidiaries for the year ended December 31, 2022. Our report on the effectiveness of internal
control over financial reporting expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.
March 1, 2023
ArmaninoLLP
San Jose, California
Exhibit 23.02
Consent of Independent Registered Public Accounting Firm
ACM Research, Inc.
42307 Osgood Road, Suite I
Fremont, California 94539
United States
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-222702, 333-232780 and 333-254150) of ACM Research, Inc. of our
report dated March 1, 2022 except for the effects of the common stock split discussed in Notes 1 and 2 to the consolidated financial statements, as to which the date is March 1,
2023, relating to the consolidated financial statements, which appear in this Form 10-K.
BDO China Shu Lun Pan Certified Public Accountants LLP
Shenzhen, The People’s Republic of China
March 1, 2023
Exhibit 31.01
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David H. Wang, certify that:
1. I have reviewed this Annual Report on Form 10-K of ACM Research, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this annual report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)), for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: March 1, 2023
/s/ David H. Wang
David H. Wang
Chief Executive Officer and President
(Principal Executive Officer)
Exhibit 31.02
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark A. McKechnie, certify that:
1. I have reviewed this annual report on Form 10-K of ACM Research, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this annual report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)), for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: March 1, 2023
/s/ Mark A. McKechnie
Mark A. McKechnie
Chief Financial Officer, Executive Vice President and Treasurer
(Principal Financial Officer)
Exhibit 32.01
CERTIFICATION PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of ACM Research, Inc. for the year ended December 31, 2022, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge on the date hereof:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ACM
Research, Inc. for the period presented therein.
Date: March 1, 2023
Date: March 1, 2023
/s/ David H. Wang
David H. Wang
Chief Executive Officer and President
(Principal Executive Officer)
/s/ Mark A. McKechnie
Mark A. McKechnie
Chief Financial Officer, Executive Vice President and Treasurer
(Principal Financial Officer)
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate
disclosure document.
ACM Research, Inc.
42307 Osgood Road, Suite I
Fremont, California 94539
Exhibit 99.01
March 1, 2023
By EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, DC 20549
Re:
ACM Research, Inc.
Submission under Item 9C(a) of Form 10-K
Ladies and Gentlemen:
ACM Research, Inc. (the “Company”) is submitting the following information pursuant to Item 9C(a) of Form 10-K.
The Company was identified by the Securities and Exchange Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as
having retained, for the preparation of the audit report on its financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021, a registered
public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the “PCAOB”) had then
determined it was unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, which determination was vacated by the
PCAOB on December 15, 2022.
To the Company’s best knowledge, and based on examination of the Company’s stockholder register and public filings made by its stockholders, particularly the Schedule
13Gs and Schedule 13G/As filed in February 2023, the Company herein confirms that it is not owned or controlled by any governmental entity in such foreign jurisdiction as of
the date of this submission. In addition, the Company is not aware of any governmental entity that is in possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of the Company, whether through the ownership of voting securities, by contract, or otherwise.
Please do not hesitate to contact the Company’s legal counsel, Michael A. Hedge of K&L Gates LLP, at (949) 623-3519 if you have any questions or would like
additional information regarding this matter.
* * *
Very truly yours,
/s/ Mark McKechnie
Mark McKechnie
cc:
David H. Wang, ACM Research, Inc.
Michael A. Hedge, K&L Gates LLP
Jason C. Dreibelbis, K&L Gates LLP