ACM Research, Inc.
For the period ended Mar 31, 2026. Filed May 8, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 8, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Notes to the Condensed Consolidated Financial Statements
(In thousands, except share, percentage and per share data)
NOTE 1 –DESCRIPTION OF BUSINESS
ACM Research, Inc. (“ACM” or “ACM Research”) and its subsidiaries (collectively with ACM, the “Company”) develop, manufacture and sell capital equipment to the global semiconductor industry.
The Company has direct or indirect interests in the following subsidiaries:
| Effective interest held as at | ||||
|---|---|---|---|---|
| Subsidiary | Place and date of incorporation | Principal Activities | March 31,2026 | December 31,2025 |
| ACM Research (Shanghai), Inc. ("ACM Shanghai") | Mainland China, May 2005 | Principal operating subsidiary | 73.6% | 74.6% |
| ACM Research (Wuxi), Inc. ("ACM Wuxi") | Mainland China, July 2011 | Sales and services | 73.6% | 74.6% |
| CleanChip Technologies Limited ("CleanChip") | Hong Kong, June 2017 | Trading partner between ACM Shanghai and its customers | 73.6% | 74.6% |
| ACM Research Korea CO., LTD. ("ACM Korea") | Republic of Korea ("South Korea"), December 2017 | Sales, marketing, R&D, production | 73.6% | 74.6% |
| ACM Research (Lingang), Inc. ("ACM Lingang") | Mainland China, March 2019 | Management of production activities | 73.6% | 74.6% |
| ACM Research (CA), Inc. ("ACM California") | USA, April 2019 | Procurement for ACM Shanghai | 73.6% | 74.6% |
| ACM Research (Cayman), Inc. | Cayman Islands, April 2019 | Administrative function (inactive) | 100.0% | 100.0% |
| ACM Research (Singapore) PTE. Ltd. ("ACM Singapore") | Singapore, August 2021 | Sales, marketing, business development | 100.0% | 100.0% |
| ACM Research (Beijing), Inc. ("ACM Beijing") | Mainland China, February 2022 | Sales and services | 73.6% | 74.6% |
| Hanguk ACM CO., LTD | South Korea, March 2022 | Sales, services, business development | 100.0% | 100.0% |
| Yusheng Micro Semiconductor (Shanghai) Co., Ltd. | Mainland China, June 2023 | Business development | 73.6% | 74.6% |
| ACM-Wooil Microelectronics (Shanghai) Co., Ltd. | Mainland China, June 2023 | Component development and production | 53.8% | 54.5% |
| ACM Research (Chengdu), Inc. ("ACM Chengdu") | Mainland China, December 2024 | Sales and services | 73.6% | 74.6% |
| Shengyi Micro Semiconductor (Shanghai) Co., Ltd. | Mainland China, December 2024 | Business development | 62.5% | 63.4% |
On February 6, 2026, ACM completed the sale of approximately 4.8 million shares of ACM Shanghai at a price of RMB 160.00 per share (approximately $23.05 per share based on the exchange rate in effect on the date of the sale), generating approximately $110.2 million in gross proceeds and approximately $86 million net of taxes. Following the transaction, ACM’s ownership percentage in ACM Shanghai decreased from 74.6% to 73.6%.
NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Company’s condensed consolidated financial statements include the accounts of ACM and its subsidiaries. ACM’s subsidiaries are those entities in which ACM, directly or indirectly, controls a majority of the voting power. All significant intercompany transactions and balances have been eliminated upon consolidation.
The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company for the year ended December 31, 2025 included in ACM’s 2025 Annual Report on Form 10-K.
The accompanying condensed consolidated financial statements are unaudited. In the opinion of management, these unaudited condensed consolidated financial statements of the Company reflect all adjustments that are necessary for a fair presentation of the Company’s financial position and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of March 31, 2026 and the results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for any future period.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported revenues and expenses during the reported period in the condensed consolidated financial statements and accompanying notes. The Company’s significant accounting estimates and assumptions include, but are not limited to, those used for revenue recognition and deferred revenue, stock-based compensation arrangements, uncertain tax positions, warranty liabilities, allowance for credit losses and inventory provision.
Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates and assumptions.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, bank deposits that are unrestricted as to withdrawal and use, and highly liquid investments with an original maturity date of three months or less at the date of purchase. At times, cash deposits may exceed government-insured limits.
The following table presents cash and cash equivalents, according to jurisdiction as of March 31, 2026, and December 31, 2025:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| United States | $111,269 | $107,184 |
| Mainland China | 310,700 | 228,777 |
| China Hong Kong | 447,027 | 421,104 |
| Korea | 2,006 | 241 |
| Singapore | 1,267 | 67 |
| Total | $872,269 | $757,373 |
Cash held in the U.S. exceeds the Federal Deposit Insurance Corporation insurance limits and is subject to risk of loss. No losses have been experienced to date.
Cash amounts held in mainland China are subject to a series of risk control regulatory standards from mainland China bank regulatory authorities. ACM’s subsidiaries in mainland China are required to obtain approval from the State Administration of Foreign Exchange (“SAFE”) to transfer funds into or out of mainland China. SAFE requires a valid agreement to approve the transfers, which are processed through a bank. Other than these mainland China foreign exchange restrictions, ACM’s subsidiaries in mainland China are not subject to any restrictions and limitations on its ability to transfer funds to ACM or among our other subsidiaries. However, cash held in mainland China does exceed applicable insurance limits and is subject to risk of loss, although no such losses have been experienced to date.
ACM California periodically procures goods and services on behalf of ACM Shanghai. For these transactions, ACM Shanghai makes cash payments to ACM California in accordance with applicable transfer pricing arrangements. For the three months ended March 31, 2026 and 2025, cash payments from ACM Shanghai to ACM California for the procurement of goods and services was $3,258 and $2,674, respectively. ACM California periodically borrows funds for working capital advances from its direct parent, CleanChip. ACM California repays or renews these intercompany loans in accordance with their terms.
For sales through CleanChip and ACM Research, a certain amount of sales or advance payments from customer proceeds is repatriated back to ACM Shanghai in accordance with applicable transfer pricing arrangements in the ordinary course of business. ACM Research provides support for tools under warranty to certain customers located in the U.S., Europe and other regions outside of mainland China on behalf of ACM Shanghai. For these transactions, ACM Shanghai makes cash payments to ACM Research in accordance with applicable transfer pricing arrangements.
Cash held in Hong Kong exceeds the Hong Kong Deposit Insurance Corporation insurance limits and is subject to risk of loss. No losses have been experienced to date. There are no additional restrictions for the transfer of cash from bank accounts in the U.S., South Korea, Singapore and Hong Kong.
For the three months ended March 31, 2026 and 2025, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, 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
Time deposits are denominated in Chinese Renminbi (“RMB”) and U.S. dollars and deposited with banks in mainland China with fixed terms and interest rates which cannot be withdrawn before maturity, and are presented as short-term deposits and long-term deposits in the condensed consolidated financial statements based on their expected time of collection. They are also subject to the risk control regulatory standards described above upon maturity.
Time deposits held as of March 31, 2026 had interest rates of 1.2% to 3.75% and mature between April and December 2026.
Restricted Cash
As of March 31, 2026, all of the Company's restricted cash was held by financial institutions located in mainland China, Hong Kong and South Korea, and mainly represents cash secured to guarantee delivery of tools.
Financial Instruments
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 classifies them as long-term investments, and records them using either: 1) the measurement alternative which measures the equity investments at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes; or 2) the equity method whereby the Company recognizes its proportional share of the income or loss from the equity method investment. For equity investments that have a readily determinable fair value, the Company classifies them as short-term investments, and records them at fair market value on a recurring basis based upon quoted market prices. Realized and unrealized gains and losses resulting from application of the measurement alternative, the impact of the application of the equity method to the Company’s equity investments, and recognition of changes in fair market value, as applicable, are recorded in non-operating income or loss in the condensed consolidated statements of comprehensive income.
The Company’s investments in debt securities have been classified as available-for-sale securities. The Company classifies its debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Unrealized gains and losses on debt securities classified as available-for-sale are recognized in accumulated other comprehensive income in the condensed consolidated balance sheets.
Fair Value Measurement
The Company’s fair value measurements and hierarchy are consistent with those disclosed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.
The Company’s financial instruments primarily include its cash, cash equivalents, restricted cash, and short term time deposits, short-term and long-term investments, other receivables, accounts receivable, accounts payable, and short-term and long-term borrowings. The estimated fair value of cash and cash equivalents, restricted cash, short-term time deposits, accounts receivable, other receivables, accounts payable, and short-term borrowings approximate their respective carrying value due to the short period of time to their maturities.
All transfers between fair value hierarchy levels are recognized by the Company at the end of each reporting period. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement in its entirety, requires judgment and considers factors specific to the investment. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risks associated with investment in those instruments.
Assets and liabilities measured at fair value on a recurring basis:
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |
|---|---|---|---|---|
| As of March 31, 2026: | ||||
| Assets | ||||
| Cash and cash equivalents | $83,385 | $— | $— | $83,385 |
| Short-term investments | 34,662 | — | — | 34,662 |
| Available-for-sale debt securities | — | — | 9,853 | 9,853 |
| $118,047 | $— | $9,853 | $127,900 | |
| As of December 31, 2025: | ||||
| Assets | ||||
| Cash and cash equivalents | $84,627 | $— | $— | $84,627 |
| Short-term investments | 35,524 | — | — | 35,524 |
| Available-for-sale debt securities | — | — | 9,703 | 9,703 |
| $120,151 | $— | $9,703 | $129,854 | |
The Company did not have any assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2026 and 2025. Refer tonote 9 for fair value information related to the Company’s outstanding long-term borrowings as of March 31, 2026 and December 31, 2025.
Basic and Diluted Net Income per Share of Common Stock
Basic and diluted net income per share of common stock are calculated as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Numerator: | ||
| Net income | $26,235 | $25,013 |
| Less: Net income attributable to non-controlling interests | 8,928 | 4,633 |
| Net income available to common stockholders, basic | 17,307 | 20,380 |
| Less: Dilutive effect arising from stock-based awards by ACM Shanghai | 302 | 312 |
| Net income available to common stockholders, diluted | $17,005 | $20,068 |
| Weighted average shares outstanding, basic | 65,804,254 | 63,267,834 |
| Effect of dilutive securities | 3,965,653 | 3,684,940 |
| Weighted average shares outstanding, diluted | 69,769,907 | 66,952,774 |
| Net income per share of common stock: | ||
| Basic | $0.26 | $0.32 |
| Diluted | $0.24 | $0.30 |
ACM Research is authorized to issue Class A and Class B common stock. The two classes of common stock are substantially identical in all material respects, except for voting rights. The net income per share of common stock attributable to each class is the same under the “two-class” method. As such, thetwo classes of common stock have been presented on a combined basis in the condensed consolidated statements of comprehensive income and in the above computation of net income per share of common stock. ACM did not have any participating securities outstanding during the three months ended March 31, 2026 and 2025.
Diluted net income per share of common stock reflects the potential dilution from securities, such as stock options that could share in ACM Research’s earnings. Certain potentially dilutive securities were excluded from the net income per share calculation because the impact would be anti-dilutive. The number of potentially dilutive shares that were not included in the calculation of diluted net income per share in the periods presented where their inclusion would be anti-dilutive were 809 and 1,298,408 stock options for the three months ended March 31, 2026 and 2025, respectively.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, restricted cash, time deposits, and accounts receivable. The Company deposits and invests its cash with financial institutions that management believes are creditworthy.
The Company is potentially subject to concentrations of credit risks in its revenue and accounts receivable.
Revenue concentration. For the three months ended March 31, 2026 and 2025, three customers accounted for 45.9% and four customers accounted for 53.6% of revenue, respectively.
Accounts receivable concentration. As of March 31, 2026 and December 31, 2025, four customers accounted for 60.1% and four customers accounted for 62.2%, respectively, of the Company’s accounts receivables. The Company believes that the receivable balances from these largest customers do not represent a significant credit risk based on past collection experience.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued Accounting Standards Update No. 2025-05 “Financial Instruments—Credit Losses (Topic 326)” or ASU 2025-05. The amendments in ASU 2025-05 permit entities to elect a practical expedient when estimating expected credit losses on accounts receivable and contract assets. Under this election, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses. The Company adopted ASU 2025-05 effective January 1, 2026. The adoption did not have a material effect on the Company’s consolidated financial statements.
Recently issued accounting pronouncements not yet adopted
In December 2024, the FASB issued ASU 2024-03: 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. In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date of ASU 2024-03. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. This ASU should be applied prospectively with the option to apply the standard retrospectively. The Company is currently evaluating the provisions of this ASU.
In December 2025, the FASB issued ASU 2025-10– Government Grants which establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. The new guidance leverages the principles in the accounting framework for government assistance in International Accounting Standard 20 "Accounting for Government Grants and Disclosure of Government Assistance". This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual periods. This ASU may be applied prospectively or retrospectively to any or all periods presented and early adoption of this ASU is permitted. The Company is currently evaluating the provisions of this ASU.
NOTE 3 –REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company assesses revenues based upon the nature or type of goods or services it provides and the geographic location of the customer facility. The following tables present disaggregated revenue information:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Single Wafer Cleaning, Tahoe and Semi-Critical Cleaning Equipment | $122,482 | $129,569 |
| ECP (front-end and packaging), Furnace and Other Technologies | 84,239 | 27,630 |
| Advanced Packaging (excluding ECP), Services & Spares | 24,542 | 15,148 |
| Total revenue | $231,263 | $172,347 |
As of March 31, 2026 and December 31, 2025, substantially all revenue was derived from customers in mainland China, and therefore, no geographical segment information is presented.
Below are the contract liabilities balances as of:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Advances from customers | $168,825 | $187,809 |
| Deferred revenue | 10,954 | 17,388 |
| Total contract liabilities | $179,779 | $205,197 |
During the three months ended March 31, 2026, advances from customers decreased by $18,984 primarily due to revenue recognized upon acceptance of first tools by customers, partly offset by an increase of pre-payments made by customers in advance of delivery.
Below are revenues recognized from amounts included in contract liabilities at the beginning of the year.
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Revenue recognized from amounts included in contract liabilities at the beginning of the periods | $86,078 | $62,119 |
NOTE 4 –ACCOUNTS RECEIVABLE, NET
At March 31, 2026 and December 31, 2025, accounts receivable consisted of the following:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Accounts receivable | $561,586 | $537,095 |
| Less: Allowance for credit losses | (35,079) | (32,845) |
| Total accounts receivable, net | $526,507 | $504,250 |
The Company assesses collectability by reviewing accounts receivable on a general basis where similar characteristics exist. 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, and other factors that may affect the Company’s ability to collect from customers.
The movement of the allowance for credit losses for the three months ended March 31, 2026 and 2025 is as follows:
| March 31,2026 | March 31,2025 | |
|---|---|---|
| Allowance for credit losses, at beginning of the year | $(32,845) | $(18,347) |
| Provision for (reversal of) credit loss | (2,234) | 9 |
| Allowance for credit losses, at the end of the period | $(35,079) | $(18,338) |
NOTE 5 –INVENTORIES, NET
At March 31, 2026 and December 31, 2025, inventories consisted of the following:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Raw materials | $377,943 | $349,663 |
| Work-in-process | 81,640 | 61,415 |
| Finished goods | 278,412 | 291,553 |
| Total inventories, net | $737,995 | $702,631 |
At March 31, 2026 and December 31, 2025, the value of finished goods inventory of which were first-tools at customer physical locations for which customers were contractually obligated to take ownership upon acceptance totaled $119,545 and $145,506, respectively.
During the three months ended March 31, 2026 and 2025, provisions for inventory recognized in cost of revenue were $5,112 and $4,523, respectively.
NOTE 6 –PROPERTY, PLANT AND EQUIPMENT, NET
At March 31, 2026 and December 31, 2025, property, plant and equipment consisted of the following:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Buildings and plants | $233,195 | $229,731 |
| Land | 2,099 | 2,099 |
| Manufacturing and testing equipment | 85,387 | 70,680 |
| Computer and office equipment | 9,449 | 9,339 |
| Transportation equipment | 707 | 693 |
| Leasehold improvement | 13,213 | 12,656 |
| Construction in progress | 23,895 | 28,396 |
| Total cost | 367,945 | 353,594 |
| Less: Total accumulated depreciation | (43,925) | (38,764) |
| Total property, plant and equipment, net | $324,020 | $314,830 |
Depreciation expense for the three months ended March 31, 2026 and 2025 was $5,161 and $2,385, respectively.
At March 31, 2026, buildings and plants includes $36,088 for the Lingang housing property which is pledged as security for loans from the China Merchants Bank (note 9).
NOTE 7 –SHORT-TERM BORROWINGS
Short-term borrowings as of March 31, 2026 and December 31, 2025 amounted to $93,981 and $74,041, respectively, which consisted of RMB denominated borrowings made by the Company’s subsidiaries from financial institutions in mainland China and were repayable within one year.
As of March 31, 2026 and December 31, 2025, the weighted average interest rates for the outstanding borrowings were 2.2% and 2.5%, respectively.
As of March 31, 2026 and December 31, 2025, the Company was in compliance with the applicable covenants. The Company's short-term borrowings of $14,459 from Bank of China have certain covenants which require ACM Shanghai’s year-end outstanding interest-bearing debt not to exceed five times of its annual EBITDA, and to comply with other non-financial covenants; otherwise, Bank of China has the right to suspend the facility, or request ACM Shanghai to accelerate repayment or provide credit enhancement.
NOTE 8 –OTHER PAYABLES AND ACCRUED EXPENSES
At March 31, 2026 and December 31, 2025, other payables and accrued expenses consisted of the following:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Accrued commissions | $28,074 | $26,931 |
| Accrued warranty | 19,299 | 19,104 |
| Accrued payroll | 29,839 | 24,830 |
| Accrued machine sales fees | 13,104 | 13,341 |
| Accrued Lingang construction fees | 12,736 | 24,258 |
| Individual income tax payable | 17,797 | 19,552 |
| Payable for investments | 4,913 | 4,838 |
| Advances from employees for option exercises (1) | 12,139 | — |
| Others | 22,174 | 17,542 |
| Total | $160,075 | $150,396 |
(1) This amount represents exercise price proceeds from employees who have satisfied vesting conditions and exercised the options, pending formal share registration and issuance under ACMR Shanghai’s 2023 Subsidiary Option Plan.
Warranties
The Company provides standard warranties on its products. The liability amount is based on actual historical warranty spending activity by type of product, customer, and geographic region, modified for any known differences such as the impact of product reliability improvements.
Changes in the Company’s accrued warranty were as follows:
| March 31, | March 31, | |
|---|---|---|
| 2026 | 2025 | |
| Balance at beginning of period | $19,104 | $12,710 |
| Additions | 3,314 | 2,534 |
| Utilized | (3,119) | (2,002) |
| Balance at end of period | $19,299 | $13,242 |
NOTE 9 –LONG-TERM BORROWINGS
At March 31, 2026 and December 31, 2025, long term borrowings consisted of loan facilities from the following financial institutions:
| ` | March 31, | December 31, |
|---|---|---|
| 2026 | 2025 | |
| China Merchants Bank | $26,943 | $9,915 |
| Agricultural Bank of China | 42,656 | 42,007 |
| Bank of China | 34,777 | 34,247 |
| China CITIC Bank | 28,871 | 28,460 |
| China Everbright Bank | 33,468 | 56,807 |
| Industrial and Commercial Bank of China | 67,445 | 42,576 |
| Total borrowings | 234,160 | 214,012 |
| Less: Current portion | (13,302) | (35,082) |
| Total long-term borrowings, net of current portion | $220,858 | $178,930 |
China Merchants Bank
In January 2026, ACM Shanghai entered into a long-term loan facility of $17,340 from China Merchants Bank. Principal repayments shall be made insix installments beginning July 2026, with final maturity in January 2029. The loan bears interest at an annual rate of 2.38%.
Bank of China
Certain covenants for the banking facility require ACM Shanghai’s year-end outstanding interest-bearing debt not to exceed five times its annual EBITDA, and to comply with other non-financial covenants, or Bank of China has the right to suspend the facility, or request ACM Shanghai to accelerate repayment or provide credit enhancement. As of March 31, 2026, the Company was in compliance with the applicable covenants.
Industrial and Commercial Bank of China
In March 2026, ACM Shanghai entered into a long-term loan facility of $24,198. Principal repayments shall be made insix installments beginning September 2026, with final maturity in March 2029. The loan bears interest at an annual rate of 2.29%.
Additional Long-term Borrowings
As of March 31, 2026 and December 31, 2025, the total carrying amount of long-term loans was $234,160 and $214,012, compared with an estimated fair value of $221,344 and $202,706, 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).
Scheduled principal payments for the outstanding long-term loans, including the current portion, as of March 31, 2026 are as follows:
| Year ending December 31 | |
|---|---|
| Remainder of 2026 | $11,824 |
| 2027 | 105,689 |
| 2028 | 43,856 |
| 2029 | 44,787 |
| 2030 and thereafter | 28,004 |
| Total | $234,160 |
NOTE 10 –LONG-TERM INVESTMENTS
The Company's long-term investments consist of the following:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Equity-method investments: | ||
| Ninebell Co., Ltd (“Ninebell”) | $32,692 | $31,310 |
| Wooil Flucon Co., ("Wooil") | 965 | 893 |
| Shengyi Semiconductor Technology Co., Ltd. ("Shengyi") | 5,045 | 4,411 |
| Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) ("Hefiei Shixi") | 4,945 | 5,335 |
| Company A | 4,335 | 4,269 |
| Subtotal | 47,982 | 46,218 |
| Equity investments without readily determinable fair value using the measurement alternative | 10,632 | 10,114 |
| Available for sale debt securities | 9,853 | 9,703 |
| Total long-term investments | $68,467 | $66,035 |
Available-for-sale debt investments
The available-for-sale debt investments are investments in preferred shares that are redeemable at the Company’s option with no contractual maturity date, which are measured at fair value.
The following table summarizes the amortized cost and estimated fair value of the Company’s available-for-sale debt investments at March 31, 2026 and December 31, 2025.
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Amortized cost | 7,381 | 7,269 |
| Estimated fair value | 9,853 | 9,703 |
NOTE 11 –SHORT-TERM INVESTMENTS
At March 31, 2026 and December 31, 2025, the components of short-term investments were as follows:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Short-term investments listed in Shanghai Stock Exchange | ||
| Cost | $17,340 | $17,076 |
| Market value | 34,662 | 35,524 |
For the three months ended March 31, 2026 and 2025, the net losses recognized on equity securities were as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Unrealized losses recognized during the reporting period on short-term investments still held at March 31 | $(1,406) | $(1,082) |
| Total losses recognized at March 31 on short-term investments | $(1,406) | $(1,082) |
NOTE 12 –RELATED PARTY BALANCES AND TRANSACTIONS
The following tables reflect related party transactions in the Company's condensed consolidated financial statements:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Advances to related party | ||
| Ninebell | $163 | $163 |
| Shengyi | 707 | 2,337 |
| Total | $870 | $2,500 |
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Accounts payable | ||
| Ninebell | $19,288 | $20,353 |
| Shengyi | 12,503 | 11,707 |
| Total | $31,791 | $32,060 |
| Three Months Ended March 31, | ||
|---|---|---|
| Purchase of materials | 2026 | 2025 |
| Ninebell | $16,701 | $8,812 |
| Shengyi | 3,442 | 1,904 |
| Total | $20,143 | $10,716 |
| Three Months Ended March 31, | ||
|---|---|---|
| Service fee charged by | 2026 | 2025 |
| Shengyi | $50 | $273 |
NOTE 13 –COMMON STOCK
ACM is authorized to issue 150,000,000 shares of Class A common stock and 5,307,816 shares of Class B common stock, each with a par value of $0.0001. Each share of Class A common stock is entitled toone vote, and each share of Class B common stock is entitled totwenty votes and is convertible at any time intoone share of Class A common stock. Shares of Class A common stock and Class B common stock are treated equally, identically and ratably with respect to any dividends declared by the Board of Directors of ACM unless such Board of Directors declares different dividends to the Class A common stock and Class B common stock, which is subject to approval from a majority of common stockholders.
During the three months ended March 31, 2026, ACM issued 603,044 shares of Class A common stock upon options exercised by employees and an additional 30,003 shares of Class A common stock upon conversion of an equal number of shares of Class B common stock. During the three months ended March 31, 2025, ACM issued 894,040 shares of Class A common stock upon options exercised by employees and non-employees.
At March 31, 2026 and December 31, 2025, the number of shares of Class A common stock issued and outstanding was 61,223,064 and 60,590,017, respectively.
At March 31, 2026 and December 31, 2025, the number of shares of Class B common stock issued and outstanding was 4,991,808 and 5,021,811, respectively.
NOTE 14 –STOCK-BASED COMPENSATION
During the three months ended March 31, 2026, the Company issued option grants for 2,800 shares to employees and board members under 2016 Omnibus Incentive Plan. The share-based awards are accounted for as equity awards, are only subject to service vesting conditions, and vest over a period of 4 years for employees and 0.25 year for board members. The Company did not grant any non-employee stock options during the three months ended March 31, 2026.
The fair value of options granted to employees is estimated on the grant date using the Black-Scholes valuation with following assumptions:
| Three Months EndedMarch 31, 2026 | Three Months EndedMarch 31, 2025 | |
|---|---|---|
| Fair value of share of common stock(1) | $48.31 | $26.46-$29.18 |
| Expected term in years(2) | 6.25 years | 5.50-6.25 |
| Volatility(3) | 84.46% | 83.14%-83.28% |
| Risk-free interest rate(4) | 3.92% | 4.18%-4.20% |
| Expected dividend(5) | —% | —% |
(1)Fair value of Class A common stock value was closing market price of the Class A common stock on the grant date.
(2)Expected term of share options is based on the average of the vesting period and the contractual term for each grant.
(3)Volatility is calculated based on the historical volatility of ACM in the period equal to the expected term of each grant.
(4)Risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the share options in effect at the time of grant.
(5)Expected dividend is assumed to be 0% as ACM has no history or expectation of paying a dividend on its Class A common stock.
No options were granted under ACM Shanghai 2023 Option Plan during the three months ended March 31, 2026.
Total Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense included in the condensed consolidated statements of comprehensive income:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Stock-Based Compensation Expense: | ||
| Cost of revenue | $348 | $529 |
| Sales and marketing expense | 1,492 | 2,157 |
| Research and development expense | 1,842 | 2,775 |
| General and administrative expense | 1,939 | 4,356 |
| Total stock-based compensation expense | $5,621 | $9,817 |
NOTE 15 –INCOME TAXES
Income tax expense was as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Total income tax expense | (3,771) | (2,153) |
| Effective tax rate | 12.6% | 7.9% |
The Company’s effective tax rate differs from statutory rates of 21% for U.S. federal income tax purposes and 25% for Chinese income tax purposes due to the effects of the valuation allowance and certain permanent differences from book-tax differences, including stock based compensation, deemed dividend income under Subchapter F of the U.S. Internal Revenue Code of 1986, as amended (Subpart F), and net CFC tested income (NCTI) inclusions, and R&D super deduction. As a result, the Company recorded income tax expense of $3,771 and $2,153 during the three months ended March 31, 2026 and 2025, respectively. The increase in the Company's effective income tax rate for the three months ended March 31, 2026 compared to the same period of the prior year was primarily due to higher pretax income this quarter
and increase in certain discrete tax expenses.
Under the change in Section 174 made by the Tax Cuts and Jobs Act of 2017 which became effective on January 1, 2022, the Company is required to capitalize, and subsequently amortize R&D expenses over fifteen years for research activities conducted outside of the U.S. The capitalization of overseas R&D expenses results in a significant increase in the Company’s global intangible low-taxed income inclusion. The enactment of the OBBB Act, signed into law in July 2025, repeals the mandatory capitalization requirement for domestic R&D expenses for tax years beginning after December 31, 2025. However, the capitalization requirement for research activities conducted outside of the U.S remains unchanged.
The Company had total unrecognized tax benefits of $20,905 as of March 31, 2026 and December 31, 2025. If recognized, the net impact to the effective rate would be $20,770. The Company did not expect any reversal of unrecognized tax benefits in the next 12 months. The Company will recognize interest and penalties, when they occur, related to uncertain tax provisions as a component of tax expense. For the three months ended March 31, 2026 and 2025, $822 and $404 of interest and penalties was recognized, respectively.
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. According to Guoshuihan 2009 No. 203, an entity certified as an “advanced and new technology enterprise” is entitled to a preferential income tax rate of 15%. ACM Shanghai was certified as an “advanced and new technology enterprise” in 2012 and again in 2016, 2018, 2021 and 2024, effective until December 31, 2026. ACM Lingang’s tax is expected to be exempt for the first two profitable years after net operating loss utilization and half of the statutory tax rate for the next three years.
NOTE 16 –COMMITMENTS AND CONTINGENCIES
As of March 31, 2026, the Company had $1,075 of open capital commitments to construction contracts.
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 within 9 years after the land use right was obtained in July 2020, 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 80% of RMB 157.60 million ($22.8 million) in annual total taxes (including value-added taxes, corporate income tax, personal income taxes, urban maintenance and construction taxes, education surcharges, stamp taxes, and vehicle and shipping taxes) as a result of operations in connection with the granted land. During the year ended December 31, 2025, the contract was amended to extend the deadline until December 12, 2029.
Legal Matters
In the normal course of business, the Company is subject to contingencies, including legal proceedings, investigations, and environmental claims arising out of the normal course of business that relate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter. Some of these contingencies involve claims that are subject to substantial uncertainties and un-estimable damages.
In 2025, ACM's subsidiary, ACM Korea, received inquiries from the Seoul Customs Office ("SCO") regarding certain goods produced and shipped by ACM Korea to overseas markets. As of December 31, 2025, the SCO completed its investigation and issued a fine to ACM Korea, which ACM Korea paid and has formally appealed. The matter was subsequently transferred to a regional prosecutor’s office in Korea, and in April, 2026, ACM Korea received official notice from a regional prosecutor's office in Korea that its investigation into this matter has been officially dismissed with no charges.
The Company’s management has evaluated all proceedings and claims that existed as of March 31, 2026. In the opinion of management no additional provision for liability nor disclosure was required as of March 31, 2026 related to any claim against the Company because: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial.
As of March 31, 2026, the Company hadno material outstanding legal proceedings.
NOTE 17 –SEGMENT INFORMATION
The Company identifies operating segments according to how the business activities are managed and evaluated. The Company’s chief operating decision maker (“CODM”) has been identified as ACM’s Chief Executive Officer. The Company's operating segments include ACM Research and ACM Shanghai. As the Company is engaged in the developing, manufacture and sale of capital equipment to global semiconductor manufacturers, and each of the operating segments share similar economic and other qualitative characteristics, the results of the Company’s operating segments are aggregated intoone reportable segment.
The CODM assesses financial performance for the Company and decides how to allocate resources based on consolidated revenue, gross margin and income from operations. The CODM considers forecasts and actual results on a regular basis when assessing the operating results and making resource decisions.
Significant expenses within income from operations, as well as within net income, include consolidated cost of revenue, sales and marketing, research and development, and general and administrative, and which are each separately presented on the Company’s condensed consolidated statements of comprehensive income. Other segment items within net income include interest income, interest expense, income (loss) from equity method investments and other expense, net, which are each separately presented on the Company’s condensed consolidated statements of comprehensive income. The measure of segment assets is reported on the Company’s condensed consolidated balance sheets as total assets.
Revenue by geographic location is determined by the location of customers’ facilities to which products were shipped. Long-lived assets consist primarily of property, plant and equipment and right-of-use assets are attributed to the geographic location in which they are located.
Long-lived assets by geographic region as of the periods ended were as follows:
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Long-lived assets by geography: | ||
| Mainland China | $330,301 | $321,748 |
| Korea | 7,662 | 8,868 |
| United States | 9,891 | 9,465 |
| Total | $347,854 | $340,081 |
NOTE 18 –STATUTORY SURPLUS RESERVE
In accordance with mainland China’s Foreign Enterprise Law, ACM Shanghai, ACM Lingang, and ACM Wuxi are required to make appropriation to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income in accordance with generally accepted accounting principles of mainland China (“mainland China GAAP”).
Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with mainland China GAAP until the reserve is equal to 50% of the entities’ registered capital. The amount is calculated annually at the end of each calendar year. The balances of statutory reserve funds was $34,164 as of both March 31, 2026 and December 31, 2025, and is presented as statutory surplus reserve on the Company’s condensed consolidated balance sheets.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.