4 unchanged sentences
Report of Independent Registered Public Accounting Firm ( Armanino LLP , San Ramon, CA , PCAOB ID# 32 )
−Removed: 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, 2024 and 2023
6 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of ACM Research, Inc.
−Removed: (the Company) as of December 31, 2023, the related consolidated statements of comprehensive income , changes in stockholders' equity and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with U.S.
+Added: We have audited the accompanying consolidated balance sheets of ACM Research, Inc.
+Added: (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in stockholders' equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.
generally accepted accounting principles.
−Removed: 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, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2024 expressed an unqualified opinion thereon.
+Added: 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, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 3, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
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.
2 unchanged sentences
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
1 unchanged sentence
(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of the critical audit matter 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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
−Removed: Description of the Matter As described in Notes 2 to the consolidated financial statements, t he Company recognizes revenue from tools and spare parts at a point in time, when the Company has satisfied its performance obligation.
+Added: Description of the Matter As described in Notes 2 to the consolidated financial statements, the Company recognizes revenue from tools and spare parts at a point in time, when the Company has satisfied its performance obligation.
For shipments made to a customer that has not previously accepted a specific type of tool (“first tools”), revenues are recognized when the tools are accepted by the customer.
5 unchanged sentences
We applied auditor judgment to determine the nature and extent of procedures to be performed by testing all the sales transactions identified as repeat shipments during the year.
−Removed: Specifically for all repeat shipments, we obtained the quality control reports signed by the Company’s quality control department.
+Added: Specifically for all repeat shipments, we inspected the quality control reports signed by the Company’s quality control department.
We also identified the similar tools previously sold to and accepted by the same customer by comparing the executed contracts or purchase orders of both tools, and inspected the acceptance confirmation from the customer of the previous tools to verify that the Company was able to objectively demonstrate that repeat shipments meet all the required customer specifications with its established history of customer acceptance.
3 unchanged sentences
Shanghai, the People’s Republic of China
−Removed: February 28, 2024
+Added: March 3, 2025
Report of Independent Registered Public Accounting Firm
4 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023, the related consolidated statements of comprehensive income , changes in stockholders' equity and cash flows for the year ended December 31, 2023, and the related notes and our report dated February 28, 2024 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in stockholders' equity and cash flows for the years then ended, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
Shanghai, the People’s Republic of China
−Removed: February 28, 2024
+Added: March 3, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of ACM Research, Inc.
−Removed: and subsidiaries (the Company) as of December 31, 2022, and the related consolidated statements of 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).
−Removed: 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.
+Added: W e have audited the accompanying consolidated statements of comprehensive income (loss), of stockholders’ equity, and of cash flows of ACM Research, Inc.
+Added: (the "Company") for the year ended December 31, 2022, including the related notes (collectively, referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
1 unchanged sentence
Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit.
−Removed: 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.
+Added: 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.
10 unchanged sentences
March 1, 2023
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Shareholders and Board of Directors
ACM RESEARCH, INC.
−Removed: Fremont, California
−Removed: Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows of ACM Research, Inc.
−Removed: and subsidiaries (the “Company”) for the year ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2021 , in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
−Removed: 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.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: 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.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: 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.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
−Removed: /s/BDO China Shu Lun Pan Certified Public Accountants LLP
−Removed: We served as the Company’s auditor from 2015 to 2022.
−Removed: Shenzhen, The People’s Republic of China
−Removed: 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.
−Removed: ACM RESEARCH, INC.
Consolidated Balance Sheets
5 unchanged sentences
Short-term investments (note 14) 19,373 21,312
−Removed: Accounts receivable, net (note 4) 283,186 182,936
+Added: Account receivables, net (note 4) 387,045 283,186
Other receivables 41,859 40,065
4 unchanged sentences
Property, plant and equipment, net (note 6) 269,272 201,848
−Removed: Land use right, net (note 7) 8,367 8,692
Operating lease right-of-use assets, net (note 10) 14,038 15,393
16 unchanged sentences
Other payables and accrued expenses (note 9) 121,657 102,951
−Removed: Current portion of operating lease liability (note 11) 2,764 1,382
+Added: Current portion of operating lease liabilities (note 10)
Total current liabilities 641,233 500,659
Long-term borrowings (note 11) 105,525 53,952
−Removed: Long-term operating lease liability (note 11) 4,262 1,107
+Added: Long-term operating lease liabilities (note 10) 3,840 4,262
Other long-term liabilities (note 12)
20 unchanged sentences
Revenue (note 3) $ 782,118 $ 557,723 $ 388,832
−Removed: Cost of revenue, including cost of revenue from related party of $ 31,240 and $ 26,313 for the year ended December 31, 2023 and 2022, respectively (note 16)
+Added: Cost of revenue, including cost of revenue from related parties of $ 39,313 , $ 31,240 , and $ 26,313 for the years ended December 31, 2024, 2023, and 2022 respectively (note 15)
390,564 281,508 205,217
21 unchanged sentences
Foreign currency translation adjustment, net of tax ( 15,728 ) ( 10,617 ) ( 59,102 )
+Added: Unrealized gain on available-for-sale investments, net of tax 428 — —
Comprehensive income (loss) 115,969 86,235 ( 8,538 )
27 unchanged sentences
Stock-based compensation - - - - 7,730 - - - - 7,730
−Removed: Exercise of stock warrants 728,043 - 0 - 1,820 - - - - 1,820
Conversion of Class B common stock to Class A common stock 66,003 - ( 66,003 ) - - - - - - —
−Removed: Proceeds from a subsidiary equity issuance 0 - - - 482,678 - - - 62,834 545,512
Balance at December 31, 2022 54,655,286 5 5,021,811 1 604,089 94,426 16,881 ( 40,546 ) 137,315 812,171
+Added: Cumulative effect of change in accounting principle under ASC326, net of tax - - - - - ( 1,769 ) - - — ( 1,769 )
Net income - - - - - 77,349 — - 19,503 96,852
3 unchanged sentences
Stock-based compensation - - - - 23,453 - - - 3,885 27,338
−Removed: Conversion of Class B common stock to Class A common stock 66,003 - ( 66,003 ) - - - - - - -
+Added: ACM Shanghai dividends - - - - - - - - ( 3,951 ) ( 3,951 )
Balance at December 31, 2023 56,036,172 6 5,021,811 1 629,845 156,827 30,060 ( 49,349 ) 158,772 926,162
−Removed: Cumulative effect of change in accounting principle under ASC 326, net of tax ( 1,769 ) ( 1,769 )
Net income - - - - - 103,627 - - 27,642 131,269
4 unchanged sentences
ACM Shanghai dividends - - - - - - - ( 6,900 ) ( 6,900 )
+Added: Unrealized gain on available-for-sale investments - - - - - - - 350 78 428
Balance at December 31, 2024 57,938,885 $ 6 5,021,811 $ 1 $ 677,476 $ 260,000 $ 30,514 $ ( 63,372 ) $ 191,281 $ 1,095,906
13 unchanged sentences
Income from equity method investments ( 423 ) ( 9,952 ) ( 4,666 )
−Removed: Unrealized loss (gain) on short-term investments 2,737 7,855 ( 607 )
+Added: Unrealized (gain) loss on short-term investments ( 973 ) 2,737 7,855
Inventory provision 2,796 575 2,248
2 unchanged sentences
Stock-based compensation 49,576 27,338 7,730
+Added: Dividends from unconsolidated affiliates 1,529 — —
Net changes in operating assets and liabilities:
Accounts receivable ( 123,277 ) ( 108,749 ) ( 88,655 )
−Removed: Income tax recoverable — — ( 1,082 )
Other receivables ( 3,812 ) ( 4,213 ) ( 7,331 )
12 unchanged sentences
Other long-term liabilities 3,344 ( 1,632 ) ( 2,362 )
−Removed: Net cash used in operating activities ( 75,323 ) ( 62,194 ) ( 40,093 )
+Added: Net cash provided by (used in) operating activities 152,450 ( 75,323 ) ( 62,194 )
Cash flows from investing activities:
−Removed: Purchase of property and equipment ( 61,876 ) ( 91,094 ) ( 9,153 )
+Added: Purchase of property, plant and equipment ( 82,463 ) ( 61,876 ) ( 91,094 )
Purchase of intangible assets ( 3,485 ) ( 2,462 ) ( 1,426 )
−Removed: Purchase of long-term investments (note 14) ( 7,508 ) ( 5,279 ) ( 1,568 )
Purchase of short-term investments (note 14) ( 1,391 ) ( 18,356 ) —
2 unchanged sentences
Proceeds from sale of short-term investments (note 14) 8,434 21,735 4,577
+Added: Purchase of long-term investments (note 13) ( 24,873 ) ( 7,508 ) ( 5,279 )
Proceeds from disposal of long-term investments — 8,242 —
7 unchanged sentences
Proceeds from exercise of stock options 11,099 6,138 1,314
−Removed: Proceeds from a subsidiary equity issuance, net of issuance costs — — 545,512
−Removed: Proceeds from warrant exercise to common stock — — 1,820
Net cash provided by financing activities 92,481 18,530 45,871
6 unchanged sentences
Cash paid for income taxes $ 11,216 $ 26,103 $ 3,586
+Added: Prepayment for purchase of long-term investment $ 16,736 $ — $ —
+Added: Purchase of intangible assets included in other long-term assets $ 641 $ — $ —
Reconciliation of cash, cash equivalents and restricted cash in consolidated statements of cash flows:
6 unchanged sentences
Transfer from inventory to property, plant and equipment $ — $ 4,379 $ —
−Removed: Purchase property, plant and equipment through accounts payable and other payable $ 33,750 $ — $ —
+Added: Transfer from property, plant and equipment to inventory $ 918 $ — $ —
+Added: Purchase property, plant and equipment through other payable and accrued expenses $ 29,126 $ 33,750 $ —
+Added: Purchase long-term investments through other payable and accrued expenses $ 4,729 $ — $ —
Transfer of prepayment for property to property, plant and equipment $ 3,348 $ — $ 41,497
5 unchanged sentences
ACM Research, Inc.
−Removed: (“ACM” or "ACM Research") 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company’s early efforts focused on stress-free copper-polishing technology, and it sold tools based on that technology in the early 2000s.
−Removed: In 2006, the Company established its operational center in Shanghai in the People’s Republic of China ("mainland China"), where it operates through ACM’s subsidiary, ACM Research (Shanghai), Inc.
−Removed: (“ACM Shanghai”).
−Removed: ACM Shanghai was formed to help establish and build relationships with integrated circuit manufacturers in mainland China, and the Company initially financed its Shanghai operations in part through sales of non-controlling equity interests in ACM Shanghai.
−Removed: In 2007, the Company began to focus its development efforts on single-wafer wet-cleaning solutions for the front-end chip fabrication process.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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 mainland China.
−Removed: In 2011, ACM Shanghai formed a wholly owned subsidiary in mainland China, ACM Research (Wuxi), Inc.
−Removed: (“ACM Wuxi”), to manage sales and service operations.
−Removed: 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.
−Removed: 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 mainland China 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.
−Removed: In August 2017, ACM purchased 18.77 % of ACM Shanghai’s equity interests held by Shanghai Science and Technology Venture Capital Co., Ltd.
−Removed: 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.
−Removed: (“PDHTI”) and Shanghai Zhangjiang Science & Technology Venture Capital Co., Ltd.
−Removed: 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.
−Removed: On November 2, 2017, the Registration Statement on Form S-1 (File No.
−Removed: 333- 220451) for ACM’s initial public offering of Class A common stock (the “IPO”) was declared effective by the U.S.
−Removed: Securities and Exchange Commission.
−Removed: 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.
−Removed: In December 2017, ACM formed a wholly owned subsidiary in the Republic of Korea (“Korea”), ACM Research Korea CO., LTD.
−Removed: (“ACM Korea”), to serve customers based in Korea and perform sales, marketing, research and development activities for new products and solutions.
−Removed: In March 2019, ACM Shanghai formed a wholly owned subsidiary in mainland China, Shengwei Research (Shanghai), Inc.
−Removed: (“ACM Shengwei”), to manage activities related to the addition of future long-term production capacity.
−Removed: In June 2019, CleanChip formed a wholly owned subsidiary in California, ACM Research (CA), Inc.
−Removed: (“ACM California”), to provide procurement services on behalf of ACM Shanghai.
−Removed: 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 SciTech innovAtion boaRd, known as the STAR Market, and a concurrent initial public offering (the “STAR IPO”) of ACM Shanghai shares in mainland China.
−Removed: ACM Shanghai is currently ACM’s primary operating subsidiary, and at the time of announcement, was wholly owned by ACM.
−Removed: To meet a STAR Listing requirement that it have multiple independent stockholders in mainland China, 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 %.
−Removed: 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.
−Removed: In preparation for the STAR IPO, ACM completed a reorganization in December 2020 that included the sale of all of the shares of CleanChip by ACM to ACM Shanghai for $ 3,500 .
−Removed: The reorganization and sale had no impact on ACM’s consolidated financial statements.
−Removed: In August 2021, ACM formed a wholly owned subsidiary in Singapore, ACM research (Singapore) PTE, Ltd.
−Removed: to perform sales, marketing, and other business development activities.
−Removed: In November 2021, ACM’s operating subsidiary ACM Shanghai, completed its STAR IPO and its shares began trading on the STAR Market.
−Removed: In the STAR IPO, ACM Shanghai issued 43,355,753 shares, representing 10 % of the total 433,557,100 shares outstanding after the issuance.
−Removed: 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 .
−Removed: Upon completion of the STAR IPO, ACM owned 82.5 % of the outstanding ACM Shanghai shares.
−Removed: However, in May 2023, ACM's ownership declined to 82.1 % due to the exercise of 2,150,309 stock options related to ACM Shanghai shares.
−Removed: In February 2022, ACM Shanghai formed a wholly owned subsidiary in China, ACM Research (Beijing), Inc.
−Removed: (“ACM Beijing”), to perform sales, marketing and other business development activities.
−Removed: In March 2022, ACM formed a wholly owned subsidiary in Korea, Hanguk ACM CO., LTD, to perform business development and other related activities.
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: In June 2023, ACM Shanghai formed a wholly-owned subsidiary in mainland China, Yusheng Micro Semiconductor (Shanghai), Co., Ltd, ("Yusheng Micro") to perform business development activities.
−Removed: In June 2023, Yusheng Micro together with Wooil Flucon Co.
−Removed: (note 14) and a private investor established ACM-Wooil Microelectronics (Shanghai) Co., Ltd, ("ACM-Wooil"), a partially owned subsidiary based in mainland China to develop and produce key components for the semiconductor equipment industry.
+Added: (“ACM” or “ACM Research”) and its subsidiaries (collectively with ACM, the “Company”) develop, manufacture and sell capital equipment to the global semiconductor industry.
The Company has direct or indirect interests in the following subsidiaries:
Place and date of
−Removed: incorporation Effective interest held as at
+Added: incorporation Principal Activities Effective interest held as at
Name of subsidiaries 2024 2023
ACM Research (Shanghai), Inc.
−Removed: Mainland China, May 2005 82.1 % 82.5 %
+Added: ("ACM Shanghai") Mainland China, May 2005 Principal operating subsidiary 81.5 % 82.1 %
ACM Research (Wuxi), Inc.
−Removed: Mainland China, July 2011 82.1 % 82.5 %
−Removed: CleanChip Technologies Limited Hong Kong, June 2017 82.1 % 82.5 %
+Added: ("ACM Wuxi") Mainland China, July 2011 Sales and services 81.5 % 82.1 %
+Added: CleanChip Technologies Limited ("CleanChip") Hong Kong, June 2017 Trading partner between ACM Shanghai and its customers 81.5 % 82.1 %
ACM Research Korea CO., LTD.
−Removed: Korea, December 2017 82.1 % 82.5 %
+Added: Korea, December 2017 Sales, marketing, R&D, production 81.5 % 82.1 %
ACM Research ( Lingang), Inc.
−Removed: (1) Mainland China, March 2019 82.1 % 82.5 %
+Added: ("ACM Lingang") (1) Mainland China, March 2019 Management of production activities 81.5 % 82.1 %
ACM Research (CA), Inc.
−Removed: USA, April 2019 82.1 % 82.5 %
+Added: ("ACM California") USA, April 2019 Procurement for ACM Shanghai 81.5 % 82.1 %
ACM Research (Cayman), Inc.
−Removed: Cayman Islands, April 2019 100.0 % 100.0 %
+Added: Cayman Islands, April 2019 Administrative function (inactive) 100.0 % 100.0 %
ACM Research (Singapore) PTE.
−Removed: Singapore, August 2021 100.0 % 100.0 %
+Added: ("ACM Singapore") Singapore, August 2021 Sales, marketing, business development 100.0 % 100.0 %
ACM Research (Beijing), Inc.
+Added: ("ACM Beijing")
Mainland China, February 2022
−Removed: Hanguk ACM CO., LTD Korea, March 2022 100.0 % 100.0 %
+Added: Sales and services 81.5 % 82.1 %
+Added: Hanguk ACM CO., LTD Korea, March 2022 Sales, services, business development 81.5 % 100.0 %
Yusheng Micro Semiconductor (Shanghai) Co., Ltd.
−Removed: Mainland China, June 2023 82.1 % -
+Added: Mainland China, June 2023 Business development 81.5 % 82.1 %
ACM-Wooil Microelectronics (Shanghai) Co., Ltd.
−Removed: Mainland China, June 2023 59.4 % -
−Removed: (1) ACM Research (Lingang) Inc., or ACM Lingang, is the English name referred to by its Chinese language name Shengwei Research (Shanghai), Inc.
−Removed: in prior filings.
+Added: Mainland China, June 2023 Component development and production 59.0 % 59.4 %
+Added: ACM Research (Chengdu), Inc.
+Added: ("ACM Chengdu") Mainland China, December 2024 Component development and production
+Added: Shengyi Micro Semiconductor (Shanghai) Co., Ltd.
+Added: Mainland China, December 2024 Sales and services 69.3 % N/A
(1) ACM Research (Lingang) Inc.
+Added: is the English name referred to by its Chinese language name Shengwei Research (Shanghai), Inc., or ACM Shengwei in prior filings.
+Added: ACM Research (Lingang), Inc.
and Shengwei Research (Shanghai), Inc.
7 unchanged sentences
generally accepted accounting principles (“GAAP”).
+Added: Certain reclassifications have been made to the amounts for prior years in order to conform to the current year’s presentation.
Use of Estimates
−Removed: The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported revenues and expenses during the reported period in the condensed consolidated financial statements and accompanying notes.
−Removed: The Company’s significant accounting estimates and assumptions include, but are not limited to, those used for revenue recognition and deferred revenue, the valuation and recognition of fair value of certain short-term and long-term investments, stock-based compensation arrangements, realization of deferred tax assets, assessment for impairment of long-lived assets and long-term investments, allowance for credit losses, inventory valuation, useful lives of property, plant and equipment and useful lives of intangible assets.
+Added: 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.
+Added: The Company’s significant accounting estimates and assumptions include, but are not limited to, those used for revenue recognition and deferred revenue, the valuation and recognition of fair value of certain long-term investments, stock-based compensation arrangements, realization of deferred tax assets, uncertain tax position, assessment for impairment of long-lived assets and long-term investments, allowance for credit losses, inventory valuation, useful lives of property, plant and equipment and useful lives of intangible assets.
Management evaluates these estimates and assumptions on a regular basis.
Actual results could differ from those estimates and assumptions.
−Removed: Common Stock Split
−Removed: All prior period share and per share amounts and common stock presented in the accompanying financial statements and these notes thereto has been retroactively adjusted to reflect the impact of the Stock Split.
−Removed: Proportional adjustments were also made to outstanding awards under the Company’s stock-based compensation plans.
−Removed: Reclassifications
−Removed: Certain prior year amounts in the consolidated financial statements have been reclassified to conform with the current year presentation.
−Removed: These classifications had no impact on the Company’s results of operations.
Cash and Cash Equivalents
8 unchanged sentences
Total $ 407,445 $ 182,090
−Removed: The amounts in mainland China do not include short-term and long-term time deposits which totaled $ 121,342 and $ 172,448 at December 31, 2023 and 2022, respectively.
+Added: The amounts in mainland China do not include short-term and long-term time deposits which in aggregate totaled $ 30,552 and $ 121,342 at December 31, 2024 and 2023, respectively.
Cash held in the U.S.
8 unchanged sentences
For these transactions, ACM Shanghai makes cash payments to ACM California in accordance with applicable transfer pricing arrangements.
−Removed: For the years ended December 31, 2023 and December 31, 2022, cash payments from ACM Shanghai to ACM California for the procurement of goods and services were $ 42.5 million and $ 30.2 million, respectively.
+Added: For the years ended December 31, 2024, 2023 and 2022 , cash payments from ACM Shanghai to ACM California for the procurement of goods and services were $ 21.3 million, $ 42.5 million and $ 30.2 million, respectively.
ACM California periodically borrows funds for working capital advances from its direct parent, CleanChip.
3 unchanged sentences
For these transactions, ACM Shanghai makes cash payments to ACM Research in accordance with applicable transfer pricing arrangements.
−Removed: For the year ended December 31, 2023, ACM Shanghai paid $ 19,200 in dividends to ACM Research.
−Removed: Subsequent to June 30, 2020, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, and dividends paid by ACM Shanghai to ACM Research, no cash transfers or other payments or distributions have been made between ACM Research and ACM Shanghai.
−Removed: ACM Research intends to retain any future
−Removed: 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.
+Added: For the years ended December 31, 2024, 2023 and 2022 , ACM Shanghai paid $ 28,480 , $ 19,200 , and nil in dividends to ACM Research, respectively.
Amounts held in Korea exceed the Korea Deposit Insurance Corporation (“KDIC”) insurance limits and are subject to risk of loss.
1 unchanged sentence
There is no additional restriction for the transfer of cash from bank accounts in the U.S., Korea, Singapore and Hong Kong.
+Added: For the years ended December 31, 2024, 2023 and 2022 , with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, and dividends paid by ACM Shanghai to the stockholders of ACM Shanghai (including ACM Research), no transfers, or distributions have been made between ACM Research and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock.
Time Deposits
−Removed: Time deposits are deposited with banks in mainland China with fixed terms and interest rates which cannot be withdrawn before maturity , and are presented as short-term deposits and long-term deposits in the consolidated financial statements based on their expected time of collection .
+Added: Time deposits are deposited with banks in mainland China with fixed terms and interest rates which cannot be withdrawn before maturity , and are presented as short-term deposits and long-term deposits in the consolidated financial statements
+Added: based on their expected time of collection .
They are also subject to the risk control regulatory standards described above upon maturity.
−Removed: Time deposits consisted of the following:
−Removed: Deposit in China Merchant Bank which matured on January 29, 2023 with an annual interest rate of 2.25 %
−Removed: Deposit in China Everbright Bank which matured on January 29, 2023 with an annual interest rate of 2.25 %
−Removed: Deposit in China Everbright Bank which matured on May 22, 2023 with an annual interest rate of 5.07 %
−Removed: Deposit in China Industrial Bank which matured on January 30, 2023 with an annual interest rate of 2.15 %
−Removed: Deposit in China Merchant Bank which matured on January 29, 2024 with an annual interest rate of 2.85 %
−Removed: 29,797 28,720
−Removed: Deposit in Bank of Ningbo which matured on February 17, 2024 with an annual interest rate of 2.85 %
−Removed: 44,630 43,080
−Removed: Deposit in Shanghai Pudong Development Bank which matures on October 20, 2025 with an annual interest rate of 3.10 %
−Removed: Deposit in Shanghai Pudong Development Bank which matures on November 14, 2025 with an annual interest rate of 3.10 %
−Removed: Deposit in Shanghai Pudong Development Bank which matures on December 8, 2025 with an annual interest rate of 3.10 %
−Removed: Deposit in Shanghai Pudong Development Bank which matures on December 15, 2025 with an annual interest rate of 3.10 %
−Removed: Deposit in Shanghai Pudong Development Bank which matures on December 30, 2025 with an annual interest rate of 3.10 %
+Added: At December 31, 2024 and December 31, 2023, time deposits consisted of the following:
+Added: Deposit in China Merchant Bank which was redeemed on January 29, 2024 with an annual interest rate of 2.85 %
+Added: Deposit in Bank of Ningbo which was redeemed on February 17, 2024 with an annual interest rate of 2.85 %
+Added: Deposit in Shanghai Pudong Development Bank which was redeemed on June 20, 2024 with an annual interest rate of 3.10 %
+Added: Deposit in Shanghai Pudong Development Bank which was redeemed on May 28, 2024 with an annual interest rate of 3.10 %
+Added: Deposit in Shanghai Pudong Development Bank which was redeemed on March 7, 2024 with an annual interest rate of 3.10 %
+Added: Deposit in Shanghai Pudong Development Bank which was redeemed on March 22, 2024 with an annual interest rate of 3.10 %
+Added: Deposit in Shanghai Pudong Development Bank which was redeemed on January 29, 2024 with an annual interest rate of 3.10 %
Deposit in China Industrial Bank which matures on January 31, 2026 with an annual interest rate of 3.15 %
−Removed: Deposit in China Everbright Bank which matured on January 5, 2024 with an annual interest rate of 5.38 %
+Added: 13,275 14,528
+Added: Deposit in China Everbright Bank which was redeemed on January 5, 2024 with an annual interest rate of 5.38 %
+Added: Deposit in China Everbright Bank which was redeemed on May 22, 2024 with an annual interest rate of 5.38 %
+Added: Deposit in China Everbright Bank which matures on January 9, 2025 with an annual interest rate of 5.214 %
Deposit in China Everbright Bank which matures on May 25, 2025 with an annual interest rate of 4.430 %
$ 30,552 $ 121,342
−Removed: For the years ended December 31, 2023 and 2022, respectively, interest income related to time deposits wa s $ 3,689 and $ 3,472 , respectively.
−Removed: Accounts Receivable
+Added: For th e years ended December 31, 2024, 2023 and 2022, interest income related to time deposits was $ 1,991 , $ 3,689 and $ 3,472 , respectively.
+Added: Accounts Receivable, Net
Prior to adoption of Accounting Standards Update, or ASU, 2016-13, Financial Instruments-Credit Losses (Topic 326):
3 unchanged sentences
At December 31, 2024, and 2023, the Company, based on a review of its outstanding balances and its customers, determined the allowance for credit losses were $ 18,347 and $ 4,830 , respectively.
−Removed: Land Use Right, Net
−Removed: The land use right represents the cost to purchase a right to use state-owned land in mainland China with lease terms of 50 years expiring in 2070, for which an upfront lump-sum payment was made during the year ended December 31, 2021.
−Removed: The land use rights are treated as operating lease.
−Removed: The Company classifies the land use right as non-current assets on the consolidated balance sheets (note 7).
+Added: Inventories, Net
Inventory consists of raw materials and related goods, work-in-progress, finished goods, and other consumable materials such as spare parts.
−Removed: Inventory was recorded at the lower of cost or net realizable value at December 31, 2023 and 2022.
−Removed: • The cost of a general inventory item is determined using the moving weighted average method.
−Removed: The cost of an inventory item purchased specifically for a customized product is determined using the specific identification method.
−Removed: Low-cost consumable materials and packaging materials are expensed as incurred.
−Removed: • Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete or dispose.
−Removed: The Company assesses the recoverability of all inventories quarterly to determine if any adjustments are required.
−Removed: Potential excess or obsolete inventory is written down b ased on management’s analysis of inventory levels and estimates of future 12-month demand and market conditions.
+Added: Inventory is recorded at the lower of cost or net realizable value.
+Added: The cost of inventory is principally
+Added: determined by the weighted average cost method for raw materials.
+Added: The Company assesses the recoverability of all inventories to determine if any adjustments are required for obsolete inventory or those with net realizable value lower than the cost.
Property, Plant and Equipment, Net
−Removed: Property, plant and equipment are recorded at cost less accumulated depreciation and any provision for impairment in value.
+Added: Property, plant and equipment are recorded at cost less accumulated depreciation.
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).
12 unchanged sentences
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.
+Added: Construction In Progress
+Added: Construction in progress primarily reflects costs incurred related to the construction of ACM Shanghai’s Lingang development and production center.
Intangible Assets, Net
1 unchanged sentence
Assets are valued at cost at the time of acquisition and are amortized over their beneficial periods.
−Removed: Valuation of Long-Lived Assets
+Added: Impairment 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.
1 unchanged sentence
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.
−Removed: No impairment charge was recognized for either of the periods presented.
The Company determines if an arrangement is a lease at inception.
3 unchanged sentences
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.
−Removed: The Company uses the implicit rate when readily determinable.
+Added: The Company uses the
+Added: implicit rate when readily determinable.
The operating lease ROU asset also includes any lease payments made and excludes lease incentives.
1 unchanged sentence
Operating lease expense is recognized on a straight-line basis over the lease term.
+Added: The Company has also elected the practical expedient for the short-term lease exemption for contracts with lease terms of 12 months or less.
+Added: The Company has also elected the practical expedient for the short-term lease exemption for contracts with lease terms of 12 months or less.
Revenue Recognition
18 unchanged sentences
Allocate the transaction price to the performance obligations in the contract.
−Removed: For contracts that contain multiple performance obligations, the Company allocates the transaction price to the performance obligations on a relative standalone selling price basis.
−Removed: The Company defers revenue associated with spare parts, sold together with its tools, based on its stand-alone observable selling prices or using an expected cost-plus-margin approach when a stand-alone selling price is not directly observable, and recognizes revenue upon subsequent delivery.
+Added: For contracts that contain multiple performance obligations, primarily those that include multiple tools, or spare parts sold together with tools, the Company allocates the transaction price to the performance obligations on a relative standalone selling price basis.
+Added: The Company recognizes contract liabilities associated with unsatisfied performance obligations, based on the stand-alone observable selling prices or using an expected cost-plus-margin approach when a stand-alone selling price is not directly observable, and recognizes revenue as the related performance obligations are satisfied.
Recognize revenue when, or as, a performance obligation is satisfied .
6 unchanged sentences
They are not separate performance obligations and are accounted for under FASB ASC Topic 460, Guarantees .
−Removed: Contract liabilities include payments received from customers prior to the transfer of control of certain goods which are recorded as advances from customers, and spare parts sold together with its tools which are recorded as deferred revenue.
−Removed: The Company does not have contract assets.
+Added: For sales of tools, payment terms and conditions vary by customer and are based on the billing schedule established in the Company’s contracts with customers, but the contract generally requires advanced payments for a portion of transaction
+Added: price prior to delivery and payments of the remaining transaction price after the tools are accepted by customers;
+Added: therefore, the Company has determined that its contracts do not include a significant financing component.
+Added: For sales of spare parts, the contract generally requires payment within 30 days after delivery.
+Added: Contract liabilities include advances from customers and deferred revenue.
+Added: Payments received from customers prior to the transfer of control of the tools are recorded as advances from customers.
+Added: Payments received from customers related to the allocated transaction price for the unsatisfied performance obligations are recorded as deferred revenue.
Cost of Revenue
2 unchanged sentences
direct labor, including salaries and other labor related expenses attributable to the Company’s manufacturing department;
−Removed: allocated overhead cost, such as personnel cost, depreciation expense, expenses associated with supply chain management and quality assurance activities, inventory provision, as well as shipping insurance premiums.
+Added: allocated overhead cost and inventory provision.
Research and Development Costs
Research and development costs relating to the development of new products and processes, significant improvements and refinements to existing products or the process of supporting customer evaluations of tools, and the development of new tools for evaluation by customers during the product demonstration process, are expensed as incurred.
−Removed: Shipping and Handling Costs
−Removed: Shipping and handling costs, which relate to transportation of products to customer locations, are charged to selling and marketing expense.
−Removed: For the years ended December 31, 2023, 2022 and 2021, shipping and handling costs included in sales and marketing expenses were $ 1,582 , $ 1,507 , and $ 923 , respectively.
Borrowing Costs
2 unchanged sentences
All other borrowing costs are recognized in interest expense in the consolidated statements of comprehensive income (loss) in the period in which they are incurred.
−Removed: 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.
+Added: The Company generally provides a standard assurance type warranty ranging from 12 to 36 months and covering replacement of its product during the warranty period.
The Company accounts for the estimated warranty costs at the time revenue is recognized.
10 unchanged sentences
Balance at end of period $ 12,710 $ 9,834 $ 8,780
+Added: Employee Benefit Expenses
+Added: The Company has a defined contribution 401(k) plan for eligible employees.
+Added: Eligible employees have the option to participate in the plan beginning on their date of hire.
+Added: Under the terms of the plan, employees may make voluntary contributions as a percentage of their compensation or a flat dollar amount.
+Added: All eligible employees of the Company’s mainland China subsidiaries are entitled to staff welf are benefits including medical care, welfare grants, unemployment insurance and pension benefits through a mainland China government-mandated multi-employer defined contribution plan.
+Added: The Company’s mainland China subsidiaries are required to accrue for these benefits based on certain percentages of the qualified employees’ salaries, and are required to make contributions to the plans out of the amounts accrued.
+Added: The mainland China government is responsible for the medical benefits and the pension liability to be paid to these employees and the Company’s obligations are limited to the amounts contributed.
+Added: Company has no further payment obligations once the contributions have been paid.
+Added: Total contributions by the Company for such employee benefits were $ 15,312 , $ 11,618 , and $ 7,816 for the years ended December 31, 2024, 2023 and 2022, respectively.
Government Subsidies
−Removed: ACM Shanghai has received seven special government grants.
−Removed: 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.
−Removed: Unearned government subsidies received are deferred and recorded as other long-term liabilities (note 13) in the consolidated balance sheet until the criteria for such recognition are satisfied.
−Removed: Grant amounts are recognized in our statements of comprehensive income (loss) as follows:
+Added: ACM Shanghai has received several special government grants.
+Added: The government subsidies of operating nature with no further conditions to be met are recorded as other income in the consolidated statements of comprehensive income (loss) when received.
+Added: The government grants that contain certain operating conditions, and require a government due diligence process to confirm completion, are deferred and recorded as other long-term liabilities (note 12) when received, and are recognized in the consolidated statements of 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.
1 unchanged sentence
• Government subsidies related to depreciable assets are credited to income over the useful lives of the related assets for which the grant was received.
−Removed: For the years ended December 31, 2023, 2022, and 2021, related government subsidies recognized as other income in the consolidated statements of comprehensive income (loss) w ere $ 533 , $ 306 , an d $ 200 , respectively.
+Added: Government subsidies related to VAT reduction are credited to income in the period received.
+Added: For the years ended December 31, 2024, 2023 and 2022, related government subsidies recognized as other income in the consolidated statements of comprehensive income (loss) w e re $ 2,018 , $ 533 , a nd $ 306 , respectively.
Stock-based Compensation
3 unchanged sentences
Stock-based compensation is charged to the category of operating expense corresponding to the service function of the employees and non-employee consultants and directors.
+Added: The Company has elected to recognize share-based compensation on a straight-line basis for awards with graded vesting that vest based solely on a service condition.
+Added: The Company uses the accelerated method for all awards granted based on service conditions and performance conditions, and only if performance conditions are considered probable to be satisfied.
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.
20 unchanged sentences
Diluted $ 1.53 $ 1.16 $ 0.59
−Removed: (1) The results for 2021 have been adjusted to reflect the three -for-one stock split effected in the form of a stock dividend in March 2022.
−Removed: See Note 2 for details.
Basic and diluted net income per share of common stock is presented using the two-class method, which allocates undistributed earnings to common stock and any participating securities according to dividend rights and participation rights on a proportionate basis.
Under the two-class method, basic net income per share of common stock is computed by dividing the sum of distributed and undistributed earnings attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.
−Removed: ACM did not have any participating securities outstanding during the three-year periods ending December 31, 2023.
−Removed: ACM has been authorized to issue Class A and Class B common stock since redomesticating in Delaware in November 2016.
−Removed: The two classes of common stock are substantially identical in all material respects, except for voting rights.
+Added: ACM did not have any participating securities outstanding during the three-year periods ended December 31, 2024.
+Added: Class A and Class B 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, 2024, 2023 and 2022, the net income per share of common stock attributable to each class is the same under the “two-class” method.
2 unchanged sentences
Certain potential dilutive securities were excluded from the net income per share calculation because the impact would be anti-dilutive.
−Removed: The number of potentially dilutive shares that were not included in
−Removed: the calculation of diluted net income per share in the periods presented where their inclusion would be anti-dilutive were 3,651,337 , 1,795,340 and 98,800 the years ended December 31, 2023, 2022, and 2021, respectively.
+Added: 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 1,511,335 , 3,651,337 and 1,795,340 for the years ended December 31, 2024, 2023 and 2022, respectively.
Comprehensive Income (loss)
−Removed: 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.
−Removed: The Company’s comprehensive income (loss) includes net income and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive income (loss).
+Added: The Company applies FASB ASC Topic 220, Comprehensive Income , which establishes standards for the reporting and display of comprehensive income (loss), requiring its components to be reported in a financial statement with the same prominence as other financial statements.
+Added: The Company’s comprehensive income (loss) includes net income, foreign currency translation adjustments, and unrealized gain on investments in available-for-sale debt securities and is presented in the consolidated statements of comprehensive income (loss).
+Added: Restricted Net Assets
+Added: The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries.
+Added: Relevant statutory laws and regulations of mainland China permit payments of dividends by the Company’s mainland China subsidiaries only out of its retained earnings, if any, as determined in accordance with accounting standards and regulations of mainland China.
+Added: The results of operations reflected in the consolidated financial statements
+Added: prepared in accordance with U.S.
+Added: GAAP differ from those reflected in the statutory financial statements of the Company’s mainland China subsidiaries.
+Added: The Company has not previously declared or paid any cash dividend or dividend in kind and has no plan to declare or pay any dividends in the near future.
+Added: Under laws and regulations of mainland China, there are restrictions on the Company’s mainland China subsidiaries with respect to transferring certain of their net assets to the Company either in the form of dividends, loans, or advances.
+Added: Amounts of net assets restricted include paid-in capital and statutory surplus reserve of the Company’s mainland China subsidiaries totaling $ 686,874 as of December 31 2024.
+Added: Therefore, in accordance with Rules 504 and 4.08(e)(3) of Regulation S-X, the condensed parent company only financial statements as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024 are disclosed in Note 21.
+Added: Furthermore, cash transfers from the Company’s mainland China subsidiaries to its subsidiaries outside of China are subject to mainland China government control of currency conversion.
+Added: Shortages in the availability of foreign currency may restrict the ability of the mainland China subsidiaries to remit sufficient foreign currency to pay dividends or other payments to the Company, or otherwise satisfy their foreign currency denominated obligations.
Statutory Surplus Reserve
7 unchanged sentences
Except for offsetting prior years’ losses, however, statutory surplus reserves must be maintained at a minimum of 25% of share capital after such usage.
−Removed: ACM Shanghai estimated a statutory surplus reserve of $ 30,060 and $ 16,881 based on an accumulated profit as of December 31, 2023 and 2022, respectively, which is included in the statutory surplus reserve in the consolidated balance sheets.
+Added: ACM Shanghai estimated a statutory surplus reserve of $ 30,514 and $ 30,060 based on an accumulated profit as of December 31, 2024 and 2023, re spectively, which is included in the statutory surplus reserve in the consolidated balance sheets.
Noncontrolling Interests
3 unchanged sentences
Financial Instruments
−Removed: The Company periodically invests in equity securities, and maintains an investment portfolio of various holdings, types, and maturities.
+Added: The Company periodically invests in equity and debt securities, and maintains an investment portfolio of various holdings, types, and maturities.
For equity investments that do not have a readily determinable fair value, the Company classified them as long-term investments, and records them using either:
3 unchanged sentences
For equity investments that have a readily determinable fair value, the Company classified them as short-term investments, and records them at fair market value on a recurring basis based upon quoted market prices.
−Removed: Realized and unrealized gains and losses resulting from application of the measurement alternative, the impact of the application of the equity method to the Company’s equity investments, and recognition of changes in fair market value, as applicable, are recognized as non-operating income (expenses), net in the co ndensed consolidated statements of comprehensive income (loss).
+Added: Realized and unrealized gains and losses resulting from application of the measurement alternative, the impact of the application of the equity method to the Company’s equity investments, and recognition of
+Added: changes in fair market value, as applicable, are recognized as non-operating income (expenses), net in the consolidated statements of comprehensive income (loss).
+Added: The Company’s investments in debt securities have been classified and accounted for as available-for-sale.
+Added: The Company classifies its debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date.
+Added: Unrealized gains and losses on debt securities classified as available-for-sale are recognized in accumulated other comprehensive income (loss) in the consolidated balance sheets.
+Added: Fair Value Measurement
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
6 unchanged sentences
Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities and based on non-binding, broker-provided price quotes and may not have been corroborated by observable market data.
−Removed: The Company’s primary financial instruments include its cash, cash equivalents, short term and long term deposits, restricted cash, short-term and long-term investments, accounts receivable, other receivables, accounts payable, and short-term and long-term borrowings.
−Removed: The estimated fair value of cash and cash equivalents, restricted cash, short-term time deposits, accounts receivable, other receivable, accounts payable, and short-term borrowings approximates their carrying value due to the short period of time to their maturities.
+Added: The Company’s primary financial instruments include its cash, cash equivalents, short term and long term deposits, restricted cash, short-term and long-term investments, accounts receivable, other receivables, accounts payable, related party accounts payable , other payable, and short-term and long-term borrowings.
+Added: The estimated fair value of cash and cash equivalents, restricted cash, short-term time deposits, accounts receivable, other receivable, accounts payable, other payable, and short-term borrowings approximates their carrying value due to the short period of time to their maturities.
All transfers between fair value hierarchy levels are recognized by the Company at the end of each reporting period.
10 unchanged sentences
Short-term investments 19,373 - - 19,373
+Added: Available-for-sale debt securities — - 2,584 2,584
$ 70,340 $ - $ 2,584 $ 72,924
3 unchanged sentences
$ 58,830 $ - $ - $ 58,830
−Removed: Assets and liabilities measured at fair value on a non-recurring basis:
+Added: The Company did not have any assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2024.
+Added: Assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2023 are as follows:
Quoted Prices
5 unchanged sentences
$ — $ — $ 10,378 $ 10,378
−Removed: The Company did not have any assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2022 .
+Added: The Company recognized nil , $ 1,465 and nil (upward adjustments) resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer on the consolidated statements of comprehensive income (loss) for the years ended December 31, 2024, 2023, and 2022 , respectively.
+Added: The Company did not recognize any unrealized losses (downward adjustments) resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer for its long-term investments accounted for using measurement alternatives during the years ended December 31, 2024, 2023, and 2022.
The non-recurring fair value measurements to the carrying amount of equity investments accounted for using measurement alternative usually requires management to estimate a price adjustment for the different rights and obligations between a similar instrument of the same issuer with an observable price change in an orderly transaction and the investment held by the Company.
6 unchanged sentences
The Company is potentially subject to concentrations of credit risks in its accounts receivable and revenue.
−Removed: For the years ended December 31, 2023, 2022 and 2021 three customers accounted for 45.5 %, three customers accounted for 43.8 % of revenue, and two customers accounted for 48.9 %, of revenue, respectively.
−Removed: As of December 31, 2023 and 2022 four customers accounted for 59.1 % and two customers accounted for 42.6 %, respectively, of the Company’s accounts receivables.
+Added: For the years ended December 31, 2024, 2023 and 2022, four customers accounted for 52.2 %, three customers accounted for 45.5 % of revenue, and three customers accounted for 43.8 % of revenue, respectively.
+Added: As of December 31, 2024 and 2023, four customers accounted for 57.1 % and four customers accounted for 59.1 %, respectively, of the Company’s accounts receivables.
The Company believes that the receivable balances from these largest customers do not represent a significant credit risk based on past collection experience.
1 unchanged sentence
As of December 31, 2024 and 2023, the balance of the Company’s short term bank borrowings (note 8) were scheduled to mature at various dates within the following year and thus exposed the Company to modest interest rate risk.
−Removed: As of December 31, 2023, 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.
+Added: The Company is exposed to interest rate risk related to its long-term borrowings (note 12), and as certain long-term borrowings carry a fixed interest rate, the Company may be exposed to the fair value interest rate risk.
Liquidity Risk
16 unchanged sentences
In accordance with FASB ASC Topic 830, Foreign Currency Matters , the Company translates assets and liabilities into U.S.
−Removed: dollars from RMB or Korean Won using the rate of exchange prevailing at the applicable balance sheet date and the consolidated statements of comprehensive income (loss) and consolidated statements of cash flows are translated at an average rate during the reporting period.
+Added: dollars from RMB or Korean Won using the rate of exchange prevailing at the applicable balance sheet date and the consolidated statements of comprehensive income (loss) and consolidated statements of cash flows are translated at an
+Added: average rate during the reporting period.
Adjustments resulting from the translation are recorded in stockholders’ equity as part of accumulated other comprehensive income (loss).
Recently Adopted Accounting Pronouncements
−Removed: In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-13, Financial Instruments-Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments (“ASC 326”).
−Removed: ASC 326 replaced the pre-existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
−Removed: ASC 326 requires use of a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments.
−Removed: In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):
−Removed: Effective Dates.
−Removed: 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.
−Removed: Since the Company was eligible to be a SRC based on its SRC determination as of November 15, 2019 (which was the issuance date of ASU 2019-10) in accordance with SEC regulations, the Company adopted amendments in ASC 326 for the year beginning January 1, 2023.
−Removed: 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.
−Removed: The cumulative-effect adjustment, net of tax impact, to retained earnings as of January 1, 2023 was $( 1,769 ).
−Removed: In June 2022, the FASB issued ASU 2022-03— Fair Value Measurement (Topic 820):
−Removed: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”) which clarifies how the fair values of equity securities subject to contractual sale restrictions is determined (Topic 820).
−Removed: The amendment clarifies that a contractual sale restriction should not be considered in measuring fair value.
−Removed: It also requires certain qualitative and quantitative disclosures related to equity securities subject to contractual sale restrictions.
−Removed: The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption.
−Removed: This guidance is effective for the Company for fiscal year beginning after December 15, 2023, and interim periods within those fiscal years.
−Removed: Early adoption is permitted.
−Removed: The Company early adopted ASU 2022-03 in the third quarter of 2023, and the adoption did not have a material impact on the Company’s financial position, results of operations and cash flows.
−Removed: Recently issued accounting pronouncements not yet adopted
In November 2023, the FASB issued ASU No.
5 unchanged sentences
Early adoption is also permitted.
−Removed: The Company is currently evaluating the provisions of this ASU and expect to adopt it for the year ending December 31, 2024.
+Added: The Company adopted ASU 2023-07 in the fourth quarter of 2024, and the adoption did not have a material impact on the Company’s financial position, results of operations and cash flows.
+Added: Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU No.
5 unchanged sentences
The Company is currently evaluating the provisions of this ASU.
+Added: In December 2024, the FASB issued ASU 2024-03:
+Added: Income Statement--Reporting Comprehensive Income--Expense Disaggregation Disclosures (Subtopic 220-40) , which requires additional disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.
+Added: In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03.
+Added: ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
+Added: This ASU should be applied prospectively with the option to apply the standard retrospectively.
+Added: The Company is currently evaluating the provisions of this ASU.
NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS
22 unchanged sentences
Revenue recognized from amounts included in contract liabilities at the beginning of the year $ 124,069 $ 97,370 $ 30,385
−Removed: NOTE 4 – ACCOUNTS RECEIVABLE
−Removed: At December 31, 2023 and 2022, accounts receivable consisted of the following:
+Added: NOTE 4 – ACCOUNTS RECEIVABLE, NET
+Added: At December 31, 2024 and 2023, accounts receivable, net consisted of the following:
Accounts receivable $ 405,392 $ 288,016
1 unchanged sentence
Total $ 387,045 $ 283,186
−Removed: The $ 100,250 increase in accounts receivable for the year ended December 31, 2023 corresponds to a $ 168,891 increase in revenue for the same period.
+Added: The $ 103,859 increase in accounts receivable, net for the year ended December 31, 2024 corresponds to a $ 224,395 increase in revenue for the same period.
+Added: Allowance for credit losses, before tax, at beginning of the year
+Added: $ ( 4,830 ) $ —
Cumulative effect of change in accounting principle under ASC 326, before tax, as of January 1, 2023
Provision for credit loss ( 13,517 ) ( 2,731 )
−Removed: Allowance for credit losses, before tax, as of December 31, 2023 $ ( 4,830 ) $ —
+Added: Allowance for credit losses, before tax, at the end of the year
+Added: $ ( 18,347 ) $ ( 4,830 )
The Company assesses collectability by reviewing accounts receivable on a general basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues.
In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.
−Removed: As a result of the Company’s adoption of ASC 326 as of January 1, 2023 (Note 2), the Company recorded an allowance for credit losses as of December 31, 2023, as compared to no allowance for credit losses as of December 31, 2022.
−Removed: NOTE 5 – INVENTORIES
−Removed: At December 31, 2023 and 2022, inventory consisted of the following:
+Added: NOTE 5 – INVENTORIES, NET
+Added: At December 31, 2024 and 2023, inventories, net consisted of the following:
Raw materials $ 224,086 $ 235,062
1 unchanged sentence
Finished goods 293,131 228,895
−Removed: Total inventory $ 545,395 $ 393,172
+Added: Total inventories, net $ 597,984 $ 545,395
At December 31, 2024 and December 31, 2023, 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 $ 206,018 and $ 123,390 , respectively.
−Removed: The $ 70,239 increase in raw materials and work-in-process inventory at December 31, 2023 compared to December 31, 2022 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.
−Removed: The $ 81,984 increase in finished goods inventory at December 31, 2023 compared to December 31, 2022 reflects a higher value of completed tools at the Company's facilities, and a higher value of first-tools under evaluation by existing or prospective customers, due to shipments made, net of customer acceptances during the period.
+Added: The $ 11,646 decrease in raw materials and work-in-process inventory at December 31, 2024 compared to December 31, 2023 was due in part to an increased focus on cash efficiency despite a higher level of expected total shipments for the next 12-months.
+Added: The $ 64,236 increase in finished goods inventory at December 31, 2024 compared to December 31, 2023 reflects a higher value of first-tools under evaluation by existing or prospective customers, partly offset by a lower value of completed tools at the Company's facilities.
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 or first tool delivery.
3 unchanged sentences
The Company recognizes a loss or impairment for any raw materials aged more than three years .
−Removed: 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.
−Removed: During the years ended December 31, 2023, 2022, and 2021, provision for i nventory of $ 575 , $ 2,248 , and $ 75 were recognized in cost of revenue, respectively.
−Removed: Write-downs were due to an internal assessment that certain inventory could not be sold or used for production due to damage or obsolescence.
+Added: The three-year aging is based on the Company’s assessment of technology change, its requirement to maintain stock and other factors.
+Added: For raw materials aged less than three years of age, the Company recognizes a specific loss or impairment if the Company determines the item does not have future use or is otherwise impaired.
+Added: During the years ended December 31, 2024, 2023, and 2022, provision for i n ventory of $ 3,100 , $ 575 , and $ 2,248 were recognized in cost of revenue, respectively.
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET
10 unchanged sentences
Depreciation expense was $ 6,573 , $ 6,912 , and $ 4,839 for the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: Buildings and plants represent Lingang housing property owned by ACM Shengwei at a value of RMB 249,746 ($ 35,264 ) as of December 31, 2023, and facilities for the new headquarters of ACM Shanghai ("Zhangjiang New Building") at a value of RMB 338,848 ($ 47,845 ) as of December 31, 2023.
+Added: At December 31, 2024, buildings and plants comprised of $ 34,740 for Lingang housing property, $ 49,693 for Lingang development and production center, $ 49,221 for ACM Shanghai's corporate headquarters, and $ 7,756 for ACM's Oregon facilities, as compared to $ 35,264 , nil, $ 47,845 , and nil , respectively, at December 31, 2023.
The Lingang housing property is pledged as security for loans from China Merchants Bank (Note 11).
−Removed: Construction in progress primarily reflects costs incurred related to the construction of ACM Shanghai’s Lingang development and production center, and is scheduled to begin production in 2024.
−Removed: NOTE 7 – LAND USE RIGHT, NET
−Removed: A summary of land use right is as follows:
−Removed: Land use right purchase amount $ 8,996 $ 9,149
−Removed: accumulated amortization ( 629 ) ( 457 )
−Removed: Land use right, net $ 8,367 $ 8,692
−Removed: The amortization for the years ended December 31, 2023, 2022 and 2021 was $ 181 , $ 189 and $ 199 , respectively.
−Removed: The annual amortization of land use right for each of the five succeeding years is as follows:
−Removed: Year ending December 31,
−Removed: 2029 and thereafter 7,467
−Removed: Total $ 8,367
+Added: Construction in progress primarily reflects costs incurred for certain facilities related to the construction of ACM Shanghai’s Lingang development and production center .
NOTE 7 – OTHER LONG-TERM ASSETS
3 unchanged sentences
Security deposit for land use right 686 696
−Removed: Prepayment for property - Zhangjiang New Building — 47,251
+Added: Prepayment for investment in Ninebell
Others 2,047 1,140
Total other long-term assets $ 20,452 $ 6,050
−Removed: Prepayment for property - Zhangjiang New Building is for the new corporate headquarters of ACM Shanghai.
−Removed: Pursuant to contractual agreements, ownership of Zhangjiang New Building was transferred to ACM Shanghai in February 2023 at valu e of RMB 338,848 ($ 47,201 ).
−Removed: U pon the transfer of ownership, Prepayment for property - Zhangjiang New Building was reclassified to property, plant and equipment (Note 6).
NOTE 8 – SHORT-TERM BORROWINGS
2 unchanged sentences
1)due on August 29, 2024 with an annual interest rate of 3.00 %.
−Removed: 2)due on September 1, 2023 with an annual interest rate of 3.60 %.
−Removed: 3)due on December 16, 2023 with an annual interest rate of 3.00 %
−Removed: 4)due on August 29,2024 with an annual interest rate of 3.00 %.
−Removed: Line of credit up to RMB 100,000 from Bank of Communications,
−Removed: 1)due on August 11, 2023 with an annual interest rate of 3.60 %.
−Removed: 2)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,
−Removed: 1)due on August 26, 2023 with an annual interest rate of 3.15 %.
−Removed: Line of credit up to RMB 40,000 from Bank of China,
1)due on September 7, 2024 with an annual interest rate of 2.87 %.
−Removed: Line of credit up to RMB 100,000 from China Merchants Bank,
−Removed: 1)due on July 21, 2023 with an annual interest rate of 3.50 %
−Removed: 2)due on July 27, 2023 with an annual interest rate of 3.50 %
−Removed: 3)due on August 1, 2023 with an annual interest rate of 3.50 %
−Removed: 4)due on August 3, 2023 with an annual interest rate of 3.50 %
−Removed: 5)due on August 7, 2023 with an annual interest rate of 3.50 %
−Removed: 6)due on August 14, 2023 with an annual interest rate of 3.50 %
−Removed: 7)due on August 15, 2023 with an annual interest rate of 3.50 %
−Removed: 8)due on August 21, 2023 with an annual interest rate of 3.50 %
−Removed: 9)due on August 28, 2023 with an annual interest rate of 3.50 %
−Removed: 10)due on September 13, 2023 with an annual interest rate of 3.50 %
+Added: 2)due on March 20, 2025 with an annual interest rate of 2.75 %.
3)due on September 23, 2025 with an annual interest rate of 2.50 %.
−Removed: 12)due on October 7, 2023 with an annual interest rate of 3.50 %
Line of credit up to RMB ¥ 200,000 from China Merchants Bank,
16 unchanged sentences
17)due on September 12, 2024 with an annual interest rate of 3.00 %.
+Added: 18)due on February 27, 2025 with an annual interest rate of 2.60 %.
+Added: 19)due on February 28, 2025 with an annual interest rate of 2.60 %.
+Added: 20)due on March 1, 2025 with an annual interest rate of 2.60 %.
+Added: 21)due on March 5, 2025 with an annual interest rate of 2.60 %.
+Added: 22)due on March 8, 2025 with an annual interest rate of 2.60 %.
+Added: 23)due on August 27, 2025 with an annual interest rate of 2.60 %.
+Added: 24)due on September 12, 2025 with an annual interest rate of 2.60 %.
Line of credit up to KRW ₩ 500,000 from Industrial Bank of Korea,
2 unchanged sentences
1)due on December 15, 2024 with an annual interest rate of 4.27 %.
+Added: 2)due on December 16, 2025 with an annual interest rate of 4.43 %.
Total $ 32,814 $ 31,335
8 unchanged sentences
Accrued machine sales fees 8,840 6,010
+Added: Individual income tax payable 11,975 12,156
Accrued Lingang construction fees 28,103 33,729
+Added: Payments for investments 4,729 —
Others 11,465 8,352
6 unchanged sentences
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.
+Added: The Company’s leases also include a right to use state-owned land in mainland China with lease terms of 50 years expiring in 2070, for which an upfront lump-sum payment was made during the year ended December 31, 2022.
The components of lease expense were as follows:
10 unchanged sentences
Maturities of lease liabilities for all operating leases were as follows as of December 31, 2024:
+Added: December 31, 2024
2028 and thereafter 1,118
2 unchanged sentences
Present value of lease liabilities $ 5,972
−Removed: The weighted average remaining lease terms and discount rates for all operating leases were as follows as of December 31, 2023 and 2022:
+Added: The weighted average remaining lease terms and discount rates for all operating leases, excluding land-use right, were as follows as of December 31, 2024 and 2023:
Remaining lease term and discount rate:
4 unchanged sentences
Loan from China Merchants Bank $ 11,475 $ 13,362
+Added: Loan from Agricultural Bank of China 13,020 —
Loans from Bank of China 28,258 5,013
1 unchanged sentence
Loans from China CITIC Bank 27,775 28,240
+Added: Loan from China Everbright Bank 55,549 —
Current portion ( 44,472 ) ( 6,783 )
2 unchanged sentences
The loan is repayable in 120 installments with the last installment due in November 2030, with an annual interest rat e of 3.65 %.
−Removed: Th e loan is pledged by the property of ACM Shengwei and guaranteed by ACM Shanghai.
+Added: Th e loan is pledged by the property of ACM Lingang and guaranteed by ACM Shanghai.
+Added: The loan from Agricultural Bank of China is for the purpose of purchasing housing property in Lingang, Shanghai.
+Added: The loan is repayable in 8 installments with the last installment due in April 2034, with an annual interest rate of 2.53 %- 2.78 %.
Two loans from Bank of China are for the purpose of funding ACM Shanghai project expenditures.
−Removed: 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.
+Added: The first loan from Bank of China is for the purpose of funding ACM Shanghai's general corporate expenses and working capital.
+Added: The loan bears interest at an annual rate of 2.62 % and is payable in 6 installments, with the last installment due in June 2027.
+Added: The second loan from Bank of China is for the purpose of funding ACM Shanghai project expenditures.
+Added: The loan bears interest at an annual rate of 2.52 % and are repayable in 6 installments, with the last installment due in August 2027.
The loan from Bank of Shanghai is for the purpose of funding ACM Shanghai project expenditures.
−Removed: The loan bears interest at an annual rate of 2.85 %, and will be fully repaid in April 2025.
+Added: The loan bears interest mainly based on the one-year People’s Bank of China (“PBOC”) benchmark interest rate of 3.45 % and a predetermined margin of - 0.60 basis points, resulting in an interest rate of 2.85 %, and will be fully repaid in April 2025.
The first loan from China CITIC Bank is for the purpose of funding ACM Shanghai project expenditures.
The loan bears interest at an annual rate of 3.10 % and are repayable in 4 installments, with the last installment due in August 2025.
−Removed: The second loan from China CITIC bank is for the purpose of funding ACM's general corporate expenses and working capital.
+Added: The second loan from China CITIC bank is for the purpose of funding ACM's general corporate operation and working capital.
The loan bears interest at an annual rate of 3.40 % payable quarterly, and the principal amount is repayable in 4 installments, with the last installment due in December 2027.
−Removed: As of December 31, 2023 and December 31, 2022, the total carrying amount of long-term loans was $ 60,735 and $ 21,009 , compared with an estimated f air value of $ 56,462 and $ 18,538 , r e spectively.
+Added: Th e loans from China Everbright Bank are for the purpose of funding ACM Shanghai's general corporate operation and working capital.
+Added: The first loan bears interest mainly based on the one-year PBOC benchmark interest rate of 3.95 % and a predetermined margin of - 1.35 basis points, resulting in an interest rate of 2.60 %, and is payable in 6 installments, with the last installment due in June 2027.
+Added: The second loan bears interest mainly based on the one-year PBOC benchmark interest rate of 3.35 % and a predetermined margin of - 0.75 basis points, resulting in an interest rate of 2.60 %, and is payable in 3 installments, with the last installment due in March 2026.
+Added: The third loan bears interest mainly based on the one-year PBOC benchmark interest rate of 3.10 % and a predetermined margin of - 0.50 basis points, resulting in an interest rate of 2.60 %, and is payable in 3 installments, with the last installment due in April 2026.
+Added: As of December 31, 2024 and December 31, 2023, the total carrying amount of long-term loans was $ 149,997 and $ 60,735 , compared with an estimated fair value of $ 141,264 and $ 56,638 , respectively.
The fair value of the long-term loans is estimated by discounting cash flows using interest rates currently available for debts with similar terms and maturities (Level 2 fair value measurement).
2 unchanged sentences
Year ending December 31,
+Added: 2025 $ 44,472
Thereafter 5,934
For the years ended December 31, 2024, 2023, and 2022 respectively, $ 2,933 , $ 1,100 and $ 845 of interest expense related to long-term borrowings was incurred.
−Removed: 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.
−Removed: NOTE 13 – OTHER LONG-TERM LIABILITIES
+Added: NOTE 12 – O THER LONG-TERM LIABILITIES
Other long-term liabilities represent government subsidies received from mainland China governmental authorities for development and commercialization of certain technology but not yet recognized (note 2).
As of December 31, 2024 and 2023, other long-term liabilities consisted of the following unearned government subsidies:
−Removed: Subsidies to Stress Free Polishing project, commenced in 2008 and 2017 $ 475 $ 611
−Removed: Subsidies to other cleaning tools, commenced in 2020 632 785
−Removed: Subsidies to SW Lingang R&D development in 2021 3,467 4,266
−Removed: Subsidies to CO2 Technology 275 965
+Added: Subsidies commenced in 2020 and prior $ 699 $ 1,107
+Added: Subsidies to Lingang R&D development in 2021 7,350 3,467
Other 1,168 1,299
2 unchanged sentences
On September 6, 2017, ACM and Ninebell Co., Ltd.
−Removed: (“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.
+Added: (“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,
+Added: 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.
2 unchanged sentences
The investment in Shengyi is accounted for under the equity method.
−Removed: In September 2023, the Company invested additional
−Removed: RMB 6,100 ($ 900 ) to Shengyi.
+Added: In September 2023, the Company invested additional RMB 6,100 ($ 900 ) to Shengyi.
As the additional investment is not in substance common stock, the Company measures the additional investment in Shengyi at measurement alternative.
7 unchanged sentences
The investment in Wooil is accounted for under the equity method.
−Removed: In September 2023, ACM Shanghai entered into a partnership agreement with Company A to invest RMB 30,000 ($ 4,200 ), which represented 4.37 % of the partnership's total subscribed capital.
+Added: On September 25, 2023, ACM Sh anghai entered into a partnership agreement with Company A to invest RMB 30,000 ($ 4,230 ), which represented 4.37 % of the partnership's total subscribed capital.
Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.
−Removed: In November 2023, ACM Shanghai entered into a partnership agreement with Company B to invest RMB 6,600 ($ 930 ), which represented 1.38 % of the partnership's total subscribed capital.
+Added: On November 1, 2023, ACM Shanghai entered into a partnership agreement with Company B to invest RMB 6,600 ($ 930 ), which represented 1.19 % of the partnership's total subscribed capital.
Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.
+Added: As of December 31, 2024, Company B issued additional shares to investors and ACM Shanghai’s ownership declined to 1.19 %.
+Added: On January 12, 2024, ACM Shanghai entered into an investment agreement with Company C to invest RMB 12,500 ($ 1,760 ), which represented 5.04 % of the Company C's total equity interest.
+Added: Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.
+Added: On January 19, 2024, ACM Shanghai entered into a limited partnership agreement with Company D to invest RMB 30,000 ($ 4,230 ), which represented 16.67 % of the partnership's total equity interest.
+Added: The investment in the limited partnership with Company D is accounted for under the equity method in accordance with ASC323-30-S99-1.
+Added: As of December 31, 2024, Company D issued additional shares to investors and ACM Shanghai’s ownership declined to 14.28 %.
+Added: On January 22, 2024, ACM Shanghai entered into an investment agreement with Company E to invest RMB 10,000 ($ 1,430 ) which represented 0.64 % of the Company E's total equity interest.
+Added: The transaction was closed in April 2024.
+Added: Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.
+Added: On April 22, 2024, ACM Shanghai entered into an investment agreement with Ninebell to invest $ 16,737 which represented 20 % of Ninebell’s total equity interest.
+Added: As of December 31, 2024, ACM Shanghai pre-paid the consideration of $ 16,737 to Ninebell, which is recorded in other long-term assets (note 7) in the consolidated balance sheets.
+Added: The share certification was issued in January 2025.
+Added: After the share purchase transaction is closed, the Company owns 36.4 % of Ninebell.
+Added: On December 30, 2024, ACM Shanghai entered into a limited partnership agreement with Company F to invest RMB 10,000 ($ 1,391 ), which represented 16.67 % of Company F's total equity interest.
+Added: The equity interest is redeemable at the option of ACM Shanghai if Company F failed to consummate a qualified IPO within a certain period.
+Added: ACM Shanghai made the first installment payment of RMB 3,000 ($ 417 ) on December 30, 2024 and the remaining RMB 7,000 ($ 974 ) will be paid on or before December 31, 2026.
+Added: As agreed by investment agreement, the Company obtained the entire 16.67 % equity interest on the settlement of the first installment.
+Added: Company F is a privately held company and the Company classified the investment as available-for-sale debt securities as the equity interest is redeemable.
+Added: On December 30, 2024, ACM Shanghai entered into an investment agreement with Company G to invest RMB 30,000 ($ 4,173 ), which represented 2.91 % of Company G's total equity interest.
+Added: ACM Shanghai made the first installment payment of RMB 3,000 ($ 417 ) on December 30, 2024 and the remaining RMB 27,000 ($ 3,756 ) will be paid on or before June 30, 2026.
+Added: As agreed by investment agreement, the Company obtained the entire 2.91 % ownership when the equity transaction was approved by the shareholders’ meeting, and the share certification was issued upon the settlement of the first installment.
+Added: Since there is no readily determinable fair value, the Company measures the investments at measurement alternative.
Equity investee:
+Added: Initial investment dates Investment entity Percent ownership by ACM and subsidiaries Investment purchase price
+Added: Ninebell Co., Ltd.
+Added: ("Ninebell") September 2017 ACM 20.0 % $ 1,200
+Added: Wooil Flucon Co., ("Wooil") August 2022 ACM Singapore 20.0 % $ 1,000
+Added: Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) (“Hefei Shixi”)
+Added: September 2019 ACM Shanghai 10.0 % RMB 30,000 ($ 4,200 )
+Added: Shengyi Semiconductor Technology Co., Ltd.
+Added: ("Shengyi") June 2019 ACM Shanghai 14.0 % $ 109
+Added: Company D February 2024 ACM Shanghai 16.67 % RMB 30,000 ($ 4,230 )
+Added: Investments accounted for using measurement alternative:
+Added: Waferworks (Shanghai) Co., Ltd.
+Added: (“Waferworks”) October 2021 ACM Shanghai 0.25 % $ 1,568,000
+Added: Shengyi September 2023 ACM Shanghai 1.00 % RMB 6,100 ($ 900 )
+Added: Company A September 2023 ACM Shanghai 4.37 % RMB 30,000 ($ 4,230 )
+Added: Company B November 2023 ACM Shanghai 1.19 % RMB 6,600 ($ 930 )
+Added: Company C February 2024 ACM Shanghai 5.04 % RMB 12,500 ($ 1,760 )
+Added: Company E April 2024 ACM Shanghai 0.64 % RMB 10,000 ($ 1,430 )
+Added: December 2024 ACM Shanghai 16.67 % RMB 10,000 ($ 1,391 )
+Added: December 2024 ACM Shanghai 2.91 % RMB 30,000 ($ 4,173 )
+Added: Equity investee:
Ninebell $ 7,862 $ 5,632
2 unchanged sentences
Hefei Shixi 4,798 9,174
+Added: Company D 4,173 —
Subtotal 20,544 17,502
4 unchanged sentences
Company B 918 932
+Added: Company C 1,739 —
+Added: Company E 1,391 —
+Added: Company G 4,173 —
Other 696 2,941
+Added: Subtotal 13,935 10,378
+Added: Investments accounted for under available-for-sale debt securities
+Added: Company F 1,391 —
+Added: Other 1,193 —
Total $ 37,063 27,880
−Removed: The Company recognized $ 1,465 , nil , and nil (upward adjustments) resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer on the consolidated statements of comprehensive income (loss) for the years ended December 31, 2023, 2022, and 2021, respectively.
−Removed: No unrealized losses (downward adjustments) were recorded by the Company during the years ended December 31, 2023, 2022, and 2021.
+Added: The Company recognized $ 423 , $ 9,952 , and $ 4,666 share of equity investees’ net income which amounts were included in income (loss) from equity method investments in the accompanying consolidated statements of comprehensive income (loss) for the years ended December 31, 2024, 2023, and 2022, respectively.
+Added: For the years ended December 31, 2024, 2023, and 2022, the Company received $ 1,401 , nil , and nil dividends from equity investee, respectively.
NOTE 14 – SHORT-TERM INVESTMENTS
−Removed: 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 acquired shares of SMIC in July 2020.
−Removed: Shares of SMIC are listed on the STAR Market.
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.
3 unchanged sentences
The limited partners of the Nuode Asset Fund contributed a $ 22,160 to the fund, of which ACM Shanghai contributed $ 4,196 , or 18.75 % of the contribution on September 27, 2022.
−Removed: In December 2022, the Nuode Asset Fund purchased shares in the secondary stock offering of a publicly traded mainland China-stock listing.
−Removed: The number of shares owned by Nuode Asset Fund was apportioned to all of the limited partners in proportion to their respective capital contributions which is 18.75 % in the case of ACM Shanghai.
+Added: In December 2022, the Nuode Asset Fund purchased shares in the secondary stock offering of a publicly traded mainland China-stock listing, and was apportioned to the limited partners in proportion to their respective capital contributions.
+Added: The investments were fully-disposed by Nuode Asset Fund during the year ended December 31, 2024, and the Company received net proceeds of RMB 22,478 ($ 3,167 ).
Pursuant to a Share Purchase Agreement dated June 2023, ACM Shanghai acquired shares of Huahong Semiconductor Limited (“Huahong”) in July 2023 with amount of $ 13,930 .
1 unchanged sentence
Huahong completed it STAR IPO in August 2023.
−Removed: Pursuant to a Share Purchase Agreement dated August 2023, ACM Shanghai acquired shares of Zhongjuxin Limited Company (“Zhongjuxin”) in September 2023 with amount of RMB $ 4,179 .
+Added: Pursuant to a Share Purchase Agreement dated August 2023, ACM Shanghai acquired shares of Zhongjuxin Limited Company (“Zhongjuxin”) in September 2023 with amount of $ 4,179 .
The shares held by ACM Shanghai are restricted for sale for a minimum period of twelve months.
Zhongjuxin completed it STAR IPO in September 2023.
+Added: The investments were partially-disposed by ACM Shanghai and net proceeds of R MB 38,464 ($ 5,267 ) were received during the year ended December 31, 2024.
+Added: Pursuant to a Share Purchase Agreement dated January 2024, ACM Shanghai acquired shares of Shanghai Syncrystalline Silicon Materials Co., Ltd.
+Added: (“Syncrystalline”) in February 2024 with amount of RMB 10 million ($ 1,409 ).
+Added: The shares held by ACM Shanghai are restricted for sale for a minimum period of twelve months.
+Added: Syncrystalline completed its STAR IPO in February 2024.
+Added: As of December 31, 2024, the Company's total investment costs in Syncrystalline were RMB 20 million ($ 2,818 ), including RMB 10 million ($ 1,409 ) invested by ACM Shanghai in 2021 and RMB 10 million ($ 1,409 ) invested by ACM Shanghai in February 2024.
The components of short-term investments were as follows:
2 unchanged sentences
Market value $ 19,373 $ 21,312
+Added: For the years ended December 31, 2024, 2023 and 2022, the net gains (losses) recognized on equity securities were as follows:
+Added: Year ended December 31
+Added: 2024 2023 2022
+Added: Unrealized gains (losses) recognized during the reporting period on short-term investment still held at December 31 $ 973 $ ( 2,737 ) $ ( 7,855 )
+Added: Net realized gains on short-term investment sold during the period 1,788 9,047 1,116
+Added: Total net gains (losses) recognized at December 31 on short-term investment $ 2,761 $ 6,310 $ ( 6,739 )
+Added: For the years ended December 31, 2024, 2023 and 2022, the Company received proceeds of $ 8,434 , $ 21,735 and $ 4,577 from the sale of short-term investments, respectively, including realized gains of $ 1,788 , $ 9,047 and $ 1,116 , respectively.
NOTE 15 – RELATED PARTY BALANCES AND TRANSACTIONS
Ninebell is an equity investee of ACM (Note 13) and is the Company’s principal supplier of robotic delivery system subassemblies used in our single-wafer cleaning equipment.
−Removed: The Company purchases equipment from Ninebell for production in the ordinary course of business.
−Removed: The Company pays for a portion of the equipment in advance and is obligated for the remaining amounts upon receipt of the product.
+Added: The Company purchases inventories from Ninebell for production in the ordinary course of business.
+Added: The Company pays for a portion of the inventories in advance and is obligated for the remaining amounts upon receipt of the product.
Shengyi is an equity investee of ACM Shanghai (Note 13) and is one of the Company’s component suppliers in mainland China.
23 unchanged sentences
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.
−Removed: During the year ended December 31, 2023, ACM issued 1,380,886 shares of Class A common stock upon option exercises by employees and non-employees.
−Removed: During the year ended December 31, 2022, ACM issued 980,354 shares of Class A common stock upon options exercises by certain 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.
+Added: During the year ended December 31, 2024, 2023 and 2022, ACM issued 1,902,713 , 1,380,886 and 980,354 shares of Class A common stock upon option exercises by employees and non-employees, respectively, and issued nil , nil , and 66,003 shares of Class A common stock upon conversion of an equal number of shares of Class B common stock, respectively.
At December 31, 2024 and 2023, the number of shares of Class A common stock issued and outstanding was 57,938,885 and 56,036,172 , respectively.
6 unchanged sentences
Employee Awards
−Removed: The following table summarizes the ACM’s employee share option activities during the years ended December 31, 2021, 2022 and 2023:
+Added: The following table summarizes the ACM’s employee share option activities:
Option Shares Weighted
16 unchanged sentences
Outstanding at December 31, 2024 8,851,595 $ 6.18 $ 10.84 5.81 years
−Removed: Vested and exercisable at December 31, 2023 6,044,572
+Added: Vested and exercisable at December 31, 2024 5,528,459 $ 4.73 $ 9.23 4.81 years
As of December 31, 2024, $ 23,133 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 3.30 years.
2 unchanged sentences
The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2024 were $ 53,004 and $ 42,841 , respectively.
+Added: The aggregate fair value of the share-based awards vested during the years ended December 31, 2024, 2023 and 2022 were $ 26,137 , $ 18,378 and $ 13,137 , respectively.
The fair value of options granted to employees is estimated on the grant date using the Black-Scholes valuation model with the following assumptions:
19 unchanged sentences
Non-employee Award
−Removed: The following table summarizes the ACM's non-employee share option activities during the years ended December 31, 2021, 2022 and 2023:
+Added: The following table summarizes the ACM's non-employee share option activities:
Option Shares (1) Weighted
13 unchanged sentences
Outstanding at December 31, 2024 784,132 $ 0.52 $ 1.68 2.12 years
−Removed: Vested and exercisable at December 31, 2023 1,167,045
−Removed: As of December 31, 2023, $ 9 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 0.20 year.
−Removed: Total recognized compensation cost may be adjusted for future changes in estimated forfeitures.
+Added: Vested and exercisable at December 31, 2024 784,132 $ 0.52 $ 1.68 2.12 years
+Added: As of December 31, 2024, all of the non-employee share options were fully-vested.
The aggregate intrinsic value of options exercised in the years ended December 31, 2024, 2023 and 2022 was $ 7,901 , $ 3,796 and $ 9,110 , respectively.
The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2024 were $ 10,523 and $ 10,523 , respectively.
+Added: The aggregate fair value of the share-based awards vested during the years ended December 31, 2024, 2023 and 2022 were $ 408 , $ 479 , and $ 501 , respectively.
ACM Shanghai 2019 Option Grants
1 unchanged sentence
The vesting conditions consist of service periods conditions and performance conditions related to certain earning targets determined by the Board of Directors of ACM Shanghai.
−Removed: The following table summarizes the ACM Shanghai employee stock option activities during the years ended December 31, 2023, 2022 and 2021 :
+Added: The following table summarizes the ACM Shanghai employee stock option activities:
Option Shares in
4 unchanged sentences
Contractual Term
−Removed: Outstanding at December 31, 2020 5,423,654
−Removed: Forfeited/cancelled ( 46,154 ) 0.24 2.04 2.50 years
Outstanding at December 31, 2021 5,377,500 $ 0.24 $ 2.04 2.50 years
+Added: Forfeited/cancelled — — —
Outstanding at December 31, 2022 5,377,500 $ 0.23 $ 1.93 1.76 years
2 unchanged sentences
Outstanding at December 31, 2023 3,134,883 $ 0.24 $ 1.85 0.85 years
−Removed: Vested and exercisable at December 31, 2023 492,308
−Removed: The aggregate intrinsic value of options exercised in the years ended December 31, 2023 and 2022 and 2021 was $ 31,144 , nil and nil , respectively.
−Removed: The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2023 were $ 40,663 and $ 6,386 , respectively.
+Added: Exercised ( 3,033,344 ) 0.20 1.83
+Added: Forfeited/cancelled ( 101,539 ) 0.20 1.83
+Added: Outstanding at December 31, 2024 $ — $ — $ — 0.00 years
+Added: Vested and exercisable at December 31, 2024 $ — $ — $ — 0.00 years
+Added: The aggregate intrinsic value of options exercised in the years ended December 31, 2024 and 2023 and 2022 was $ 25,946 , $ 31,144 and nil , respectively.
+Added: There were nil options outstanding and exercisable as of December 31, 2024.
+Added: The aggregate fair value of the share-based awards vested during the years ended December 31, 2024, 2023, and 2022 were nil , $ 99 , and $ 568 , respectively.
ACM Shanghai 2023 Option Grants
1 unchanged sentence
The vesting conditions consist of service periods conditions and performance conditions related to certain sales and research and development progress targets determined by the Board of Directors of ACM Shanghai.
−Removed: The following table summarizes the ACM Shanghai 2023 Subsidiary Stock Option Plan’s stock option activities during the year ended December 31, 2023:
−Removed: Number of Option Shares in ACM Shanghai
+Added: The following table summarizes the ACM Shanghai 2023 Subsidiary Stock Option Plan’s stock option activities:
+Added: Option Shares in
+Added: ACM Shanghai Weighted
Average Grant
−Removed: Date Fair Value
−Removed: Exercise Price
+Added: Date Fair Value Weighted
+Added: Exercise Price Weighted Average
Contractual Term
−Removed: Outstanding at December 31, 2022
−Removed: — $ — $ — 0.00 years
−Removed: 10,648,500 $ 9.49 $ 7.06
−Removed: Forfeited/cancelled ( 73,000 ) $ 9.49 $ 7.06 3.09 years
−Removed: Outstanding at December 31, 2023
−Removed: 10,575,500 $ 9.49 $ 7.06 3.09 years
−Removed: Vested and exercisable at December 31, 2023
+Added: Outstanding at December 31, 2022 — $ — $ — 0.00 years
+Added: Granted 10,648,500 9.49 7.06
+Added: Forfeited/cancelled ( 73,000 ) 9.49 7.06
+Added: Outstanding at December 31, 2023 10,575,500 $ 9.49 $ 7.06 3.09 years
+Added: Granted 1,391,000 6.04 7.00
+Added: Forfeited/cancelled ( 362,190 ) 9.08 7.00
+Added: Outstanding at December 31, 2024 11,604,310 $ 9.01 $ 7.00 2.48 years
+Added: Vested and exercisable at December 31, 2024 2,559,435 $ 8.50 $ 6.99 0.59 years
The fair value of options granted to employees is estimated on the grant date using the Black-Scholes valuation with following assumptions:
−Removed: Year Ended December 31, 2023
−Removed: Fair value of share of common stock (1)
+Added: Year Ended December 31, 2024 Year Ended December 31, 2023
+Added: Fair value of common stock(1) $ 4.93 -$ 6.89
Expected term in years(2) 1.5 - 4.5
3 unchanged sentences
1.50 %- 2.75 %
+Added: Expected dividend (5) — % — %
(1) Equal to closing value on the grant date.
2 unchanged sentences
(4) Risk-free interest rate is based on the yields of RMB deposit in mainland China with maturities similar to the expected term of the share options in effect at the time of grant.
−Removed: The aggregate intrinsic value of options outstanding as of December 31, 2023 was $ 81,981 .
+Added: (5) Expected dividend is assumed to be 0 % as the impact is adjusted on the value of share of common stock.
+Added: The aggregate intrinsic value of options exercised in the years ended December 31, 2024 and 2023 was $ 20,712 and nil , respectively.
+Added: The aggregate intrinsic value of options outstanding as of December 31, 2024 and 2023 was $ 62,244 and $ 81,981 , respectively.
As of December 31, 2024, $ 40,490 of total unrecognized 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 1.5 years.
Total recognized compensation cost may be adjusted for future changes in estimated forfeitures.
+Added: The aggregate fair value of the share-based awards vested during the years ended December 31, 2024, 2023 and 2022 were $ 21,748 , nil , and nil , respectively.
The following table summarizes the components of stock-based compensation expense included in the consolidated statements of comprehensive income (loss):
19 unchanged sentences
2024 2023 2022
−Removed: federal $ 10,420 $ ( 3,456 ) $ ( 4,389 )
+Added: U.S $ 21,282 $ 10,420 $ ( 3,456 )
Foreign 145,018 105,796 70,818
9 unchanged sentences
federal ( 5,244 ) 7,316 ( 10,927 )
+Added: state ( 63 ) 63 8
deferred tax benefit (expense) ( 5,307 ) 7,379 ( 10,919 )
2 unchanged sentences
Total income tax expense $ ( 35,031 ) $ ( 19,364 ) $ ( 16,798 )
+Added: The Company’s effective tax rate differs from statutory rates of 21% for U.S.
+Added: federal income tax purposes and 12.5 % to 25 % for mainland China 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.
+Added: 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.
+Added: 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.
+Added: The capitalization of overseas R&D expenses resulted in a significant increase in the Company’s global intangible low-taxed income inclusion beginning in 2022.
+Added: Pursuant to the Corporate Income Tax Law of mainland China, all of the Company’s mainland China subsidiaries are liable to mainland China Corporate Income Taxes at a rate of 25 %, except for ACM Shanghai and ACM Lingang.
+Added: According to Guoshuihan 2009 No.
+Added: 203, an entity certified as an “advanced and new technology enterprise” is entitled to a preferential income tax rate of 15 %.
+Added: ACM Shanghai was certified as an “advanced and new technology enterprise” in 2012 and again in 2016, 2018, 2021 and 2024, effective until December 31, 2026..
+Added: In 2021, ACM Shanghai was certified as an eligible integrated circuit production enterprise and was entitled to a preferential income tax rate of 12.5 % from January 1, 2020 to December 31, 2022.
+Added: Certain entities which meet requirements according to the Policy of the Lingang New area in China (Shanghai) Pilot Free Trade Zone are entitled to a preferential income tax rate of 15 %.
+Added: ACM Lingang was certified for this in 2021, and this preferential income tax rate is valid from January 1, 2020 until December 31, 2024.
+Added: The provision for mainland China corporate income tax for ACM Shanghai is calculated by applying the income tax rate of 15 % for the years ended December 31, 2024 and December 31, 2023 and 12.5 % for the year ended December 31, 2022.
+Added: Income tax expense for the years ended December 31, 2024, 2023 and 2022 differed from the amounts computed by applying the statutory U.S.
+Added: federal income tax rate of 21% to pretax income as a result of the following:
+Added: Year Ended December 31,
+Added: 2024 2023 2022
+Added: Effective tax rate reconciliation:
+Added: Income tax provision at statutory rate 21.00 % 21.00 % 21.00 %
+Added: Stock compensation ( 2.96 ) ( 2.00 ) ( 2.72 )
+Added: Foreign rate differential ( 3.27 ) ( 10.47 ) ( 9.43 )
+Added: Other permanent difference 0.21 0.03 ( 0.26 )
+Added: Foreign income taxed in US 3.74 7.39 19.86
+Added: Foreign research expense ( 6.42 ) ( 8.01 ) ( 4.79 )
+Added: Change in valuation allowance 8.78 8.72 1.28
+Added: Total income tax expense 21.08 % 16.66 % 24.94 %
Tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets at December 31, 2024 and 2023 are presented below:
12 unchanged sentences
Deferred tax liabilities:
−Removed: Fixed assets ( 1,325 ) ( 443 )
+Added: Property and equipment ( 1,190 ) ( 1,325 )
Equity investments and unrealized gain on short-term investments ( 1,999 ) ( 1,587 )
5 unchanged sentences
In making such judgments, significant weight is given to evidence that can be objectively verified.
−Removed: Based on all available evidence, a partial valuation allowance
−Removed: has been established against some net deferred tax assets as of December 31, 2023 and 2022, based on estimates of recoverability.
+Added: Based on all available evidence, a partial valuation allowance has been established against some net deferred tax assets as of December 31, 2024 and 2023, 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.
1 unchanged sentence
federal purposes, $ 295 and $ 279 for U.S.
−Removed: state purposes and $ 11,585 and $ 1,456 for mainland China income tax purposes.
−Removed: As of December 31, 2023 and 2022, the Company had net operating loss carry-forwards of, respectively, $ 3,121 and $ 4,385 for U.S.
−Removed: federal purposes, $ 593 and $ 545 for U.S.
−Removed: state purposes and $ 46,467 and $ 6,474 for mainland China income tax purposes.
+Added: state purposes and $ 20,209 and $ 11,585 for mainland China income tax purposes, and $ 515 and $ 14 for Korea income tax purposes.
+Added: As of December 31, 2024, the Company had operating loss carryforward amounts, or NOLs, of $ 2,030 for U.S.
+Added: federal income tax purposes and $ 929 for U.S.
+Added: state income tax purposes.
+Added: As of December 31, 2023, the Company had NOLs, of $ 3,121 for U.S.
+Added: federal income tax purposes and $ 593 for U.S.
+Added: state income tax purposes.
+Added: As of December 31, 2022, the Company had NOLs of $ 4,385 for U.S.
+Added: federal income tax purposes and $ 545 for U.S.
+Added: state income tax purposes.
+Added: As of December 31, 2024 and 2023, the Company had NOLs, respectively, $ 30,481 and $ 46,467 for mainland China income tax purposes and $ 2,339 and $ 64 for Korea income tax purposes.
Such losses begin expiring in 2037, 2032, 2027 and 2037 for U.S.
federal, U.S.
−Removed: state and mainland China income tax purposes, respectively.
+Added: state, mainland China, and Korea income tax purposes, respectively.
Under provisions of the U.S.
3 unchanged sentences
The net operating loss carryforwards are not expected to expire before utilization.
−Removed: The Company’s effective tax rate differs from statutory rates of 21% for U.S.
−Removed: federal income tax purposes and 12.5 % to 25 % for mainland China 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.
−Removed: 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.
−Removed: 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.
−Removed: The capitalization of overseas R&D expenses resulted in a significant increase in the Company’s global intangible low-taxed income inclusion beginning in 2022.
−Removed: Pursuant to the Corporate Income Tax Law of mainland China, all of the Company’s mainland China subsidiaries are liable to mainland China Corporate Income Taxes at a rate of 25 %, except for ACM Shanghai and ACM Lingang.
−Removed: According to Guoshuihan 2009 No.
−Removed: 203, an entity certified as an “advanced and new technology enterprise” is entitled to a preferential income tax rate of 15 %.
−Removed: ACM Shanghai was certified as an “advanced and new technology enterprise” in 2012 and again in 2016, 2018, and 2021, effective until December 31, 2023, and is expected to be re-certified for future years in 2024.
−Removed: In 2022, ACM Shanghai was certified as an eligible integrated circuit production enterprise and was entitled to a preferential income tax rate of 12.5 % from January 1, 2020 to December 31, 2022.
−Removed: Certain entities which meet requirements according to the Policy of the Lingang New area in China (Shanghai) Pilot Free Trade Zone are entitled to a preferential income tax rate of 15 %.
−Removed: ACM Lingang was certified for this in 2021, and this preferential income tax rate is valid from January 1, 2020 until December 31, 2024.
−Removed: The provision for mainland China corporate income tax for ACM Shanghai is calculated by applying the income tax rate of 15 % for the year ended December 31, 2023 and 12.5 % for the years ended December 31, 2022 and 2021.
−Removed: Income tax expense for the years ended December 31, 2023, 2022 and 2021 differed from the amounts computed by applying the statutory U.S.
−Removed: federal income tax rate of 21% to pretax income as a result of the following:
−Removed: Year Ended December 31,
−Removed: 2023 2022 2021
−Removed: Effective tax rate reconciliation:
−Removed: Income tax provision at statutory rate 21.00 % 21.00 % 21.00 %
−Removed: Stock Compensation ( 2.00 ) ( 2.72 ) ( 12.75 )
−Removed: Foreign rate differential ( 10.47 ) ( 9.43 ) ( 11.60 )
−Removed: Other permanent difference 0.03 ( 0.26 ) ( 0.23 )
−Removed: Foreign income taxed in US 7.39 19.86 10.32
−Removed: Foreign Research Expense ( 8.01 ) ( 4.79 ) ( 6.59 )
−Removed: Change in valuation allowance 8.72 1.28 0.16
−Removed: Total income tax expense 16.66 % 24.94 % 0.31 %
Tax positions are evaluated in a two-step process.
2 unchanged sentences
The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
−Removed: The aggregate changes in the balance of gross unrecognized tax benefits, which excludes interest and penalties, for the years ended December 31, 2023 and 2022, were as follows:
+Added: The aggregate changes in the balance of gross unrecognized tax benefits, for the years ended December 31, 2024, 2023 and 2022 were as follows:
Year Ended December 31,
1 unchanged sentence
Beginning balance $ 13,026 $ 8,448 $ 6,066
−Removed: Increase of unrecognized tax benefits taken in prior years 199 — 52
Increase of unrecognized tax benefits related to current year 2,308 4,379 2,623
+Added: Increase of unrecognized tax benefits taken in prior years 6,871 199 —
Reductions for tax positions related to prior years ( 5,431 ) — ( 241 )
13 unchanged sentences
As of December 31, 2024, the Company has not made a provision for U.S.
−Removed: or additional foreign withholding taxes on approximately $ 130 million of undistributed earnings of its foreign subsidiaries that is indefinitely reinvested.
+Added: or additional foreign withholding taxes on approximately $ 238,605 of undistributed earnings of its foreign subsidiaries that is indefinitely reinvested.
Generally, such amounts become subject to U.S.
6 unchanged sentences
For geographical reporting, revenue by geographic location is determined by the location of customers’ facilities to which products were shipped.
−Removed: Long-lived assets consist primarily of property, plant and equipment, other long-term assets, and
−Removed: right-of-use assets and are attributed to the geographic location in which they are located.
+Added: 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:
−Removed: Mainland China $ 209,725 $ 140,481
+Added: Mainland China include I.A $ 287,888 $ 209,725
Korea 10,358 12,190
4 unchanged sentences
See note 11 for future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more.
−Removed: As of December 31, 2023, the Company had $ 30,936 of open commitments to construction contracts and had additional $ 7,413 of capital investment commitments.
−Removed: 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 mainland China 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.
−Removed: As of December 31, 2023 and December 31, 2022, the Company had incurred in total $ 116,932 and $ 35,376 , respectively for its Lingang-related investments.
−Removed: The Construction Completion Milestone was required to be met by January 9, 2024 but was not achieved.
−Removed: However, ACM Lingang believes it will receive the refund without penalty based on its explanation to the respective regulatory authorities of logistics-related delays, and expectations that it will meet the milestone before July 9, 2024.
−Removed: The Company cannot guarantee that ACM Lingang will achieve the missed milestone in 2024, or even if it does achieve the milestone in 2024, that it will be refunded some or all of the 20 % portion of the performance deposit of RMB 2.5 million ($ 0.4 million).
+Added: As of December 31, 2024, the Company had $ 6,391 of op en commitments to construction contracts.
+Added: Covenants in ACM Lingang’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 Lingang 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 mainland China 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.
+Added: As of December 31, 2024 and December 31, 2023, the Company had incurred in tota l $ 156,205 and $ 116,932 , respectively for its Lingang-related investments.
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.
9 unchanged sentences
NOTE 21 – PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
−Removed: 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
−Removed: for ACM only.
+Added: For the presentation of the parent company only condensed financial information, the Company records its investments in subsidiaries under the equity method of accounting as prescribed in ASC 323, Investments—Equity Method and Joint Ventures.
+Added: Such investments are presented on the condensed balance sheets as “Investment in consolidated subsidiaries and equity method investees” and the subsidiaries’ losses and gains as “Equity in earnings of consolidated subsidiaries and equity method investees” on the condensed statements of comprehensive income (loss).
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.
−Removed: ACM Shanghai paid a dividend to ACM during the year ended December 31, 2023 (Note 2).
+Added: ACM Shanghai paid a dividend to ACM during the years ended December 31, 2024 and 2023 (Note 2).
Except for long-term obligations, or guarantees, and loan borrowed by ACM Inc.
−Removed: (note 12), ACM does not have significant capital or other commitments, as of December 31, 2023 or 2022.
+Added: from China CITIC Bank (note 12), ACM does not have significant capital or other commitments, as of December 31, 2024 or 2023.
The following represents condensed unconsolidated financial information of ACM only as of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023 and 2022:
9 unchanged sentences
Property, plant and equipment, net 7,990 134
−Removed: Investment in consolidated subsidiaries and equity method investee 733,382 653,926
+Added: Investment in consolidated subsidiaries and equity method investees 844,507 733,382
Total assets 927,844 $ 805,755
23 unchanged sentences
Income before income taxes 109,338 82,379 26,298
−Removed: Income tax benefit ( 5,030 ) 12,965 -
+Added: Income tax (expense) benefit ( 5,711 ) ( 5,030 ) 12,965
Net income $ 103,627 $ 77,349 $ 39,263
+Added: Foreign currency translation adjustment, net of tax ( 14,373 ) ( 8,803 ) ( 49,655 )
+Added: Unrealized gain on available-for-sale investments, net of tax 350 — —
+Added: Comprehensive income (loss) attributable to ACM Research, Inc.
+Added: $ 89,604 $ 68,546 $ ( 10,392 )
CONDENSED STATEMENTS OF CASH FLOWS
8 unchanged sentences
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
−Removed: Dismissal of Previous Independent Registered Public Accounting Firm
−Removed: On July 21, 2023, we were informed by Armanino that it would resign as our independent auditor effective as of the earlier of (a) the date we engaged a new independent registered public accounting firm or (b) the filing of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023.
−Removed: Armanino advised us that its decision to resign was due to Armanino’s decision to exit from the practice of providing financial statement audit services to all public companies.
−Removed: Armanino is not required to and did not seek our consent to its decision to resign as our independent registered public accounting firm.
−Removed: As a result, neither our Board of Directors nor the Audit Committee participated in Armanino’s decision to resign.
−Removed: In light of Armanino’s determination, the Audit Committee initiated a process to select and appoint a new accounting firm to serve as our independent registered public accountant commencing with the audit of our financial statements for the fiscal year ended December 31, 2023.
−Removed: Armanino’s audit report on our consolidated financial statements as of and for the year ended December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
−Removed: Armanino was first appointed as our independent registered public accountant for the fiscal year ended December 31, 2022, and did not audit our financial statements for the fiscal year ended December 31, 2021 or any prior period.
−Removed: As disclosed in this report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, Armanino issued an adverse opinion on our internal control over financial reporting for the fiscal year ended December 31, 2022, as a result of material weaknesses identified by Armanino and our management.
−Removed: There were not any disagreements or differences of opinion between Armanino and us with respect to these material weaknesses or Armanino’s adverse opinion on our internal control over financial reporting.
−Removed: During the year ended December 31, 2022, and through the date of Armanino’s notification of resignation, there were no (a) disagreements with Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Armanino’s satisfaction, would have caused Armanino to make reference to the subject matter thereof in connection with its reports for such periods;
−Removed: or (b) except as described in the preceding paragraph, reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.
−Removed: We provided a copy of the foregoing disclosures to Armanino and requested that Armanino furnish us with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Armanino agreed with the above disclosures.
−Removed: A copy of Armanino’s letter dated July 27, 2023 furnished pursuant to that request is filed as Exhibit 16.01.
−Removed: Engagement of New Independent Registered Public Accounting Firm
−Removed: On September 14, 2023, the Audit Committee completed a competitive selection process to select and appoint a new accounting firm to serve as our independent registered public accounting firm commencing with the audit of our financial statements for the fiscal year ended December 31, 2023.
−Removed: As a result of this process, the Audit Committee approved the engagement of Ernst & Young Hua Ming LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023.
−Removed: The engagement of Ernst & Young Hua Ming LLP became effective on September 20, 2023.
−Removed: During the fiscal years ended December 31, 2022 and 2021 and the subsequent interim period from January 1, 2023 through September 20, 2023, neither we nor anyone on our behalf consulted with Ernst & Young Hua Ming LLP regarding either:
−Removed: (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written report or oral advice was provided to us that Ernst & Young Hua Ming LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue;
−Removed: or (b) any matter that was either the subject of a “disagreement” or a “reportable event”, as such terms are defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S‑K and the related instructions.
−Removed: As previously disclosed in our Current Report on Form 8-K filed on July 27, 2023, Armanino informed us that it would resign as our independent registered public accounting firm effective as of the earlier of (a) the date we engaged a new independent registered public accounting firm or (b) the filing of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, as a result of Armanino’s decision to exit from the practice of providing financial statement audit services to all public companies.
−Removed: As a result, Armanino ceased to serve as our independent registered public accounting firm effective as of September 20, 2023.
−Removed: We provided a copy of the foregoing disclosures to Armanino and requested that Armanino furnish us with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Armanino agreed with the above disclosures.
−Removed: A copy of Armanino’s letter dated September 26, 2023 furnished pursuant to that request is filed as Exhibit 16.02.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.