Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 001-38273 | |
Entity Registrant Name | ACM Research, Inc. | |
Entity Central Index Key | 0001680062 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3290283 | |
Entity Address, Address Line One | 42307 Osgood Road, Suite I | |
Entity Address, City or Town | Fremont | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94539 | |
City Area Code | 510 | |
Local Phone Number | 445-3700 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Trading Symbol | ACMR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 54,373,515 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,086,812 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 336,275 | $ 562,548 | |
Restricted cash | 367 | 519 | |
Short-term time deposits (note 2) | 66,176 | 0 | |
Trading securities (note 15) | 14,164 | 29,498 | |
Accounts receivable (note 4) | 188,341 | 105,553 | |
Income tax receivable | 63 | 1,082 | |
Other receivables | 15,135 | 18,979 | |
Inventories (note 5) | 327,792 | 218,116 | |
Advances to related party (note 16) | 5,158 | 2,383 | |
Prepaid expenses | 17,771 | 14,256 | |
Total current assets | 971,242 | 952,934 | |
Property, plant and equipment, net (note 6) | 66,470 | 14,042 | |
Land use right, net (note 7) | 8,547 | 9,667 | |
Operating lease right-of-use assets, net (note 11) | 2,647 | 4,182 | |
Intangible assets, net | 873 | 477 | |
Long-term time deposits (note 2) | 70,400 | 0 | |
Deferred tax assets (note 19) | 6,576 | 13,166 | |
Long-term investments (note 14) | 18,538 | 12,694 | |
Other long-term assets (note 8) | 2,373 | 45,017 | |
Total assets | 1,147,666 | 1,052,179 | |
Current liabilities: | |||
Short-term borrowings (note 9) | 50,688 | 9,591 | |
Current portion of long-term borrowings (note 12) | 2,260 | 2,410 | |
Related party accounts payable (note 16) | 6,589 | 7,899 | |
Accounts payable | 92,325 | 93,451 | |
Advances from customers | 136,610 | 52,824 | |
Deferred revenue | 4,911 | 3,180 | |
Income taxes payable (note 19) | 8,564 | 254 | |
FIN-48 payable (note 19) | 2,054 | 2,282 | |
Other payables and accrued expenses (note 10) | 40,281 | 31,735 | |
Current portion of operating lease liability (note 11) | 1,320 | 2,313 | |
Total current liabilities | 345,602 | 205,939 | |
Long-term borrowings (note 12) | 18,810 | 22,957 | |
Long-term operating lease liability (note 11) | 1,327 | 1,869 | |
Deferred tax liability (note19) | 1,169 | 1,302 | |
Other long-term liabilities (note 13) | 6,660 | 8,447 | |
Total liabilities | 373,568 | 240,514 | |
Commitments and contingencies (note 20) | |||
Stockholders' equity: | |||
Additional paid-in capital | 601,431 | 595,045 | |
Retained earnings | 91,186 | 63,732 | |
Statutory surplus reserve (note 22) | 8,312 | 8,312 | |
Accumulated other comprehensive income (loss) | (57,920) | 9,109 | |
Total ACM Research, Inc. stockholders' equity | 643,015 | 676,204 | |
Non-controlling interests | 131,083 | 135,461 | |
Total equity | 774,098 | 811,665 | |
Total liabilities and equity | 1,147,666 | 1,052,179 | |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock (1) (note 17) | [1] | 5 | 5 |
Class B Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock (1) (note 17) | [1] | $ 1 | $ 1 |
[1]Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in March 2022. See Note 1 for details |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | 1 Months Ended |
Mar. 31, 2022 | |
Stock split ratio | 3 |
Class A Common Stock [Member] | |
Stock split ratio | 3 |
Class B Common Stock [Member] | |
Stock split ratio | 3 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract] | |||||
Revenue (note 3) | $ 133,709 | $ 67,013 | $ 280,290 | $ 164,609 | |
Cost of revenue | 67,742 | 37,328 | 150,480 | 95,199 | |
Gross profit | 65,967 | 29,685 | 129,810 | 69,410 | |
Operating expenses: | |||||
Sales and marketing | 13,133 | 6,363 | 27,494 | 17,460 | |
Research and development | 15,678 | 7,856 | 44,391 | 21,293 | |
General and administrative | 5,520 | 3,671 | 15,560 | 11,081 | |
Total operating expenses | 34,331 | 17,890 | 87,445 | 49,834 | |
Income from operations | 31,636 | 11,795 | 42,365 | 19,576 | |
Interest income | 2,016 | 33 | 5,965 | 113 | |
Interest expense | (419) | (191) | (986) | (574) | |
Realized gain from sale of trading securities | 1,136 | 0 | 1,136 | 0 | |
Unrealized gain (loss) on trading securities | (5,281) | (919) | (9,562) | 1,817 | |
Other income (expense), net | 7,207 | (255) | 9,949 | (683) | |
Equity income in net income of affiliates | 1,251 | 421 | 1,652 | 1,036 | |
Income before income taxes | 37,546 | 10,884 | 50,519 | 21,285 | |
Income tax benefit (expense) (note 19) | (10,470) | 266 | (14,138) | 3,021 | |
Net income | 27,076 | 11,150 | 36,381 | 24,306 | |
Less: Net income attributable to non-controlling interests | 6,072 | 995 | 8,927 | 2,114 | |
Net income attributable to ACM Research, Inc. | 21,004 | 10,155 | 27,454 | 22,192 | |
Comprehensive income (loss): | |||||
Net income | 27,076 | 11,150 | 36,381 | 24,306 | |
Foreign currency translation adjustment, net of tax | (42,416) | (409) | (80,334) | 1,259 | |
Comprehensive income (loss) | (15,340) | 10,741 | (43,953) | 25,565 | |
Less: Comprehensive income (loss) attributable to non-controlling interests | (1,057) | 757 | (4,378) | 2,471 | |
Comprehensive income (loss) attributable to ACM Research, Inc. | $ (14,283) | $ 9,984 | $ (39,575) | $ 23,094 | |
Net income attributable to ACM Research, Inc. per common share (note 2): | |||||
Basic (in dollars per share) | $ 0.35 | $ 0.17 | $ 0.46 | $ 0.39 | |
Diluted (in dollars per share) | $ 0.32 | $ 0.15 | $ 0.41 | $ 0.34 | |
Weighted average common shares outstanding used in computing per share amounts (note 2): | |||||
Basic (in shares) | [1] | 59,360,790 | 58,267,638 | 59,123,895 | 57,340,059 |
Diluted (in shares) | [1] | 65,612,665 | 66,127,548 | 65,629,273 | 65,191,020 |
[1]Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in March 2022. See Note 1 for details. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) | 1 Months Ended |
Mar. 31, 2022 | |
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract] | |
Stock split ratio | 3 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Common Stock [Member] Common Stock Class A [Member] | Common Stock [Member] Common Stock Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Statutory Surplus Reserve [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interests [Member] | Total | |
Beginning balance at Dec. 31, 2020 | $ 5 | $ 1 | $ 102,000 | $ 29,899 | $ 4,388 | $ 4,857 | $ 67,020 | $ 208,170 | |
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 50,690,079 | 5,407,818 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 22,192 | 0 | 0 | 2,114 | 24,306 | |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | 902 | 357 | 1,259 | |
Exercise of stock options | $ 0 | $ 0 | 3,129 | 0 | 0 | 0 | 0 | 3,129 | |
Exercise of stock options (in shares) | [1] | 1,693,095 | 0 | ||||||
Stock-based compensation | $ 0 | $ 0 | 3,823 | 0 | 0 | 0 | 0 | 3,823 | |
Exercise of stock warrants | $ 0 | $ 0 | 1,820 | 0 | 0 | 0 | 0 | 1,820 | |
Exercise of stock warrants (in shares) | [1] | 728,043 | 0 | ||||||
Conversion of Class B common stock to Class A common stock | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Conversion of class B common stock to Class A common stock (in shares) | [1] | 285,003 | (285,003) | ||||||
Ending balance at Sep. 30, 2021 | $ 5 | $ 1 | 110,772 | 52,091 | 4,388 | 5,759 | 69,491 | 242,507 | |
Ending balance (in shares) at Sep. 30, 2021 | [1] | 53,396,220 | 5,122,815 | ||||||
Beginning balance at Jun. 30, 2021 | $ 5 | $ 1 | 108,562 | 41,936 | 4,388 | 5,931 | 68,733 | 229,556 | |
Beginning balance (in shares) at Jun. 30, 2021 | [1] | 53,005,227 | 5,122,815 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 10,155 | 0 | 0 | 995 | 11,150 | |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | (172) | (237) | (409) | |
Exercise of stock options | $ 0 | $ 0 | 932 | 0 | 0 | 0 | 0 | 932 | |
Exercise of stock options (in shares) | [1] | 390,993 | 0 | ||||||
Stock-based compensation | $ 0 | $ 0 | 1,278 | 0 | 0 | 0 | 0 | 1,278 | |
Ending balance at Sep. 30, 2021 | $ 5 | $ 1 | 110,772 | 52,091 | 4,388 | 5,759 | 69,491 | 242,507 | |
Ending balance (in shares) at Sep. 30, 2021 | [1] | 53,396,220 | 5,122,815 | ||||||
Beginning balance at Dec. 31, 2021 | $ 5 | $ 1 | 595,045 | 63,732 | 8,312 | 9,109 | 135,461 | 811,665 | |
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 53,608,929 | 5,087,814 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 27,454 | 0 | 0 | 8,927 | 36,381 | |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | (67,029) | (13,305) | (80,334) | |
Exercise of stock options | $ 0 | $ 0 | 1,150 | 0 | 0 | 0 | 0 | 1,150 | |
Exercise of stock options (in shares) | [1] | 763,584 | 0 | ||||||
Stock-based compensation | $ 0 | $ 0 | 5,236 | 0 | 0 | 0 | 0 | 5,236 | |
Conversion of Class B common stock to Class A common stock | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Conversion of class B common stock to Class A common stock (in shares) | [1] | 1,002 | (1,002) | ||||||
Ending balance at Sep. 30, 2022 | $ 5 | $ 1 | 601,431 | 91,186 | 8,312 | (57,920) | 131,083 | 774,098 | |
Ending balance (in shares) at Sep. 30, 2022 | [1] | 54,373,515 | 5,086,812 | ||||||
Beginning balance at Jun. 30, 2022 | $ 5 | $ 1 | 599,138 | 70,182 | 8,312 | (22,633) | 132,140 | 787,145 | |
Beginning balance (in shares) at Jun. 30, 2022 | 54,141,805 | 5,086,812 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 21,004 | 0 | 0 | 6,072 | 27,076 | |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | (35,287) | (7,129) | (42,416) | |
Exercise of stock options | $ 0 | $ 0 | 400 | 0 | 0 | 0 | 0 | 400 | |
Exercise of stock options (in shares) | 231,710 | 0 | |||||||
Stock-based compensation | $ 0 | $ 0 | 1,893 | 0 | 0 | 0 | 0 | 1,893 | |
Ending balance at Sep. 30, 2022 | $ 5 | $ 1 | $ 601,431 | $ 91,186 | $ 8,312 | $ (57,920) | $ 131,083 | $ 774,098 | |
Ending balance (in shares) at Sep. 30, 2022 | [1] | 54,373,515 | 5,086,812 | ||||||
[1]Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in March 2022. See Note 1 for details |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Parenthetical) | 1 Months Ended |
Mar. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Stock split ratio | 3 |
Common Stock Class A [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Stock split ratio | 3 |
Common Stock Class B [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Stock split ratio | 3 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 36,381 | $ 24,306 |
Adjustments to reconcile net income from operations to net cash used in operating activities | ||
Depreciation and amortization | 4,104 | 1,597 |
Realized gain on trading securities | (1,136) | 0 |
Equity income in net income of affiliates | (1,652) | (1,036) |
Unrealized loss (gain) on trading securities | 9,562 | (1,817) |
Deferred income taxes | 5,036 | (4,666) |
Stock-based compensation | 5,236 | 3,823 |
Net changes in operating assets and liabilities: | ||
Accounts receivable | (96,840) | (28,135) |
Other receivables | (1,309) | (3,227) |
Inventories | (132,037) | (87,613) |
Advances to related party (note 16) | (2,775) | (585) |
Prepaid expenses | (6,387) | (1,031) |
Other long-term assets | 851 | (3,747) |
Related party accounts payable (note 16) | (1,310) | 4,167 |
Accounts payable | 10,155 | 53,116 |
Advances from customers | 88,888 | 34,879 |
Deferred revenue | 1,731 | 2,403 |
Income taxes payable | 8,337 | 1,204 |
FIN-48 payable | (228) | 0 |
Other payables and accrued expenses | 13,755 | 5,938 |
Other long-term liabilities | (3,892) | (3,398) |
Net cash flow used in operating activities | (63,530) | (3,822) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (18,417) | (5,059) |
Purchase of intangible assets | (1,079) | (418) |
Increase of short-term time deposits | (66,176) | 0 |
Increase of long-term time deposits | (70,400) | 0 |
Proceeds from selling trading securities | 4,488 | 0 |
Investments in affiliates | (1,000) | 0 |
Purchase of long term investment (Note 14) | (4,196) | 0 |
Net cash used in investing activities | (156,780) | (5,477) |
Cash flows from financing activities: | ||
Proceeds from short-term borrowings | 50,688 | 17,988 |
Repayments of short-term borrowings | (13,694) | (28,988) |
Proceeds from long-term borrowings | 0 | 6,939 |
Repayments of long-term borrowings | (1,708) | (1,193) |
Proceeds from exercise of stock options | 1,150 | 3,129 |
Proceeds from warrant exercise to common stock | 0 | 1,820 |
Net cash (used in) provided by financing activities | 36,436 | (305) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (42,551) | 2,874 |
Net decrease in cash, cash equivalents and restricted cash | (226,425) | (6,730) |
Cash, cash equivalents and restricted cash at beginning of period | 563,067 | 71,766 |
Cash, cash equivalents and restricted cash at end of period | 336,642 | 65,036 |
Supplemental disclosure of cash flow information: | ||
Interest paid, net of capitalized interest | 986 | 574 |
Cash paid for income taxes | 182 | 606 |
Reconciliation of cash, cash equivalents and restricted cash in condensed consolidated statements of cash flows: | ||
Cash and cash equivalents | 336,275 | 64,517 |
Restricted cash | 367 | 519 |
Non-cash financing activities: | ||
Conversion of Class B common stock to Class A common stock | 1,002 | 285,003 |
Cashless exercise of stock options | 125 | 118 |
Non-cash investing activities: | ||
Transfer of prepayment for property to property plant and equipment | $ 41,497 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF BUSINESS [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS A CM Research, Inc. (“ACM”) and its subsidiaries (collectively with ACM, the “Company”) develop, manufacture and sell single-wafer wet-cleaning equipment used to improve the manufacturing process and yield for advanced integrated chips. The Company markets and sells its single-wafer ACM was incorporated in California in 1998, and it initially focused on developing tools for manufacturing process steps involving the integration of ultra low-K materials and copper. The Company’s early efforts focused on stress-free copper-polishing technology, and it sold tools based on that technology in the early 2000s. In 2006, the Company established its operational center in Shanghai in the People’s Republic of China (the “PRC”), where it operates through ACM’s subsidiary, ACM Research (Shanghai), Inc. (“ACM Shanghai”). ACM Shanghai was formed to help establish and build relationships with integrated circuit manufacturers in the PRC, and the Company initially financed its Shanghai operations in part through sales of non-controlling equity interests in ACM Shanghai. In 2007, the Company began to focus its development efforts on single-wafer wet-cleaning solutions for the front-end chip fabrication process. The Company introduced its SAPS megasonic technology, which can be applied in wet wafer cleaning at numerous steps during the chip fabrication process, in 2009. It introduced its TEBO technology, which can be applied at numerous steps during the fabrication of small node two-dimensional conventional and three-dimensional patterned wafers, in March 2016. The Company has designed its equipment models for SAPS and TEBO solutions using a modular configuration that enables it to create a wet-cleaning tool meeting the specific requirements of a customer, while using pre-existing designs for chamber, electrical, chemical delivery and other modules. In August 2018, the Company introduced its Ultra-C Tahoe wafer cleaning tool, which can deliver high cleaning performance with significantly less sulfuric acid than typically consumed by conventional high-temperature single-wafer cleaning tools. Based on its electro-chemical plating (“ECP”) technology, the Company introduced in March 2019 its Ultra ECP AP, or “Advanced Packaging,” tool for bumping, or applying copper, tin and nickel to semiconductor wafers at the die-level, and its Ultra ECP MAP, or “Multi-Anode Partial Plating,” tool to deliver advanced electrochemical copper plating for copper interconnect applications in front-end wafer fabrication processes. The Company also offers a range of custom-made equipment, including cleaners, coaters and developers, to back-end wafer assembly and packaging factories, principally in the PRC. In 2011, ACM Shanghai formed a wholly-owned subsidiary in the PRC, ACM Research (Wuxi), Inc. (“ACM Wuxi”), to manage sales and service operations. In November 2016, ACM re-domesticated from California to Delaware pursuant to a merger in which ACM Research, Inc., a California corporation, was merged into a newly formed, wholly-owned Delaware subsidiary, also named ACM Research, Inc. In June 2017, ACM formed a wholly-owned subsidiary in Hong Kong, CleanChip Technologies Limited (“CleanChip”), to act on the Company’s behalf in Asian markets outside the PRC by, for example, serving as a trading partner between ACM Shanghai and its customers, procuring raw materials and components, performing sales and marketing activities, and making strategic investments. In August 2017, ACM purchased of ACM Shanghai’s equity interests held by Shanghai Science and Technology Venture Capital Co., Ltd. On November 8, 2017, ACM purchased the remaining of ACM Shanghai’s equity interests held by third parties, Shanghai Pudong High-Tech Investment Co., Ltd. and Shanghai Zhangjiang Science & Technology Venture Capital Co., Ltd. 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. In December 2017, ACM formed a wholly-owned subsidiary in the Republic of Korea, ACM Research Korea CO., LTD. (“ACM Korea”), to serve customers based in Republic of Korea and perform sales and marketing and research and development (“R&D”) activities for new products and solutions. In March 2019, ACM Shanghai formed a wholly-owned subsidiary in the PRC, Shengwei Research (Shanghai), Inc. (“ACM Shengwei”), to manage activities related to the addition of future long-term production capacity. In June 2019, CleanChip formed a wholly-owned subsidiary in California, ACM Research (CA), Inc. (“ACM California”), to provide procurement services on behalf of ACM Shanghai. In June 2019, In June 2019, ACM announced plans to complete a listing (the “STAR Listing”) of shares of ACM Shanghai on the Shanghai Stock Exchange’s Sci-Tech innovAtion boaRd, known as the STAR Market, and a concurrent initial public offering (the “STAR IPO”) of ACM Shanghai shares in the PRC. ACM Shanghai is currently ACM’s primary operating subsidiary, and at the time of announcement, was wholly-owned by ACM. To meet a STAR Listing requirement that it have multiple independent stockholders in the PRC, ACM Shanghai completed private placements of its shares in June and November 2019, following which, as of September 30, 2020, the private placement investors held a total of 8.3% of the outstanding shares of ACM Shanghai and ACM Research held the remaining 91.7%. As part of the STAR Listing process, in June 2020 the ownership interests held by the private investors were reclassified from redeemable non-controlling interests to non-controlling interests as the redemption feature was terminated. I n preparation for the STAR IPO, ACM completed a reorganization in December 2019 that included the sale of all of the shares of CleanChip by ACM to ACM Shanghai impact on ACM’s c In August 2021, ACM formed a wholly-owned subsidiary in Singapore, ACM Research (Singapore) PTE, Ltd. , to perform sales, marketing, and other business development activities. In November 2021, ACM Shanghai completed its STAR Listing and STAR IPO and its shares began trading on the STAR Market. In the STAR IPO, ACM Shanghai issued 43,355,753 shares, representing 10% of the total 433,557,100 shares outstanding after the issuance. The shares were issued at a public offering price of RMB 85.00 per share, and the net proceeds of the STAR IPO, after issuance costs, totaled $545,512. Upon completion of the STAR IPO, ACM owned 82.5% of the outstanding ACM Shanghai shares. In February 2022, ACM Shanghai formed a wholly-owned subsidiary in China, ACM Research (Beijing), Inc. (“ACM Beijing”), to perform sales, marketing and other business development activities. In March 2022, ACM formed a wholly-owned subsidiary in South Korea, Hanguk ACM CO., LTD, to perform business development and other related activities. In March 2022, the Board of Directors of ACM declared a 3-for-1 stock split of Class A and Class B common stock effected in the form of a stock dividend (the “Stock Split”). Each stockholder of record at the close of business on March 16, 2022, received a dividend of two additional shares of Class A common stock for each then-held share of Class A common stock and two additional shares of Class B common stock for each then-held share of Class B common stock, which were distributed after the close of trading on March 23, 2022. Unless otherwise indicated, all share numbers, per share amount, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements have been adjusted retrospectively to reflect the Stock Split . The Company has direct or indirect interests in the following subsidiaries: Effective interest held as at September 30, December 31, Name of subsidiaries Place and date of incorporation 2022 2021 ACM Research (Shanghai), Inc. PRC, May 2005 82.5 % 82.5 % ACM Research (Wuxi), Inc. PRC, July 2011 82.5 % 82.5 % CleanChip Technologies Limited Hong Kong, June 2017 82.5 % 82.5 % ACM Research Korea CO., LTD. Korea, December 2017 82.5 % 82.5 % Shengwei Research (Shanghai), Inc. PRC, March 2019 82.5 % 82.5 % ACM Research (CA), Inc. USA, April 2019 82.5 % 82.5 % ACM Research (Cayman), Inc. Cayman Islands, April 2019 100.0 % 100.0 % ACM Research (Singapore) PTE. Ltd. Singapore, August 2021 100.0 % 100.0 % ACM Research (Beijing), Inc. PRC, February 2022 82.5 % — Hanguk ACM CO., LTD. Korea, March 2022 100.0 % — |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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, including ACM Shanghai and its subsidiaries, which include ACM Wuxi, ACM Shengwei, ACM Beijing, and CleanChip (the subsidiaries of which include ACM California and ACM Korea). ACM’s subsidiaries are those entities in which ACM, directly 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 accounting principles generally accepted in the United States of America (“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, 2021 included in ACM’s Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying condensed consolidated balance sheet as of September 30, 2022, condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 and 2021, condensed consolidated statements of changes in equity for the three and nine months ended September September September September Common Stock Split Unless otherwise indicated, all prior period share and per share amounts, common stock, other capital, and retained earnings information presented in the accompanying financial statements and these notes thereto has been retroactively adjusted to reflect the impact of the Stock Split (Note 1). Proportional adjustments were also made to outstanding awards under the Company’s stock-based compensation plans. Reclassification Certain prior year amounts related to related party transactions have been reclassified to conform to the current year presentation. Also, a portion of the prior period balance for retained earnings on the Company’s consolidated balance sheet as of December 31, 2021 has been reclassified to Statutory surplus reserve to conform to the current period presentation. These reclassifications did not have a material impact on the previously reported financial statements. New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers Substantially all of ACM Shanghai’s customers and a significant portion of its operations are based in the PRC. In 2021, 48.9% of our revenue was derived from two customers: Shanghai Huali Microelectronics Corporation, together with Huahong Semiconductor Ltd., collectively known as The Shanghai Huahong (Group) Company, Ltd., or The Huali Huahong Group, a leading PRC-based foundry, accounted for 28.1% of our revenue; and Yangtze Memory Technologies Co., Ltd., a leading PRC-based memory chip company, together with one of its subsidiaries, accounted for 20.8% of our revenue; In 2020, 75.8% of our revenue was derived from three customers: The Huali Huahong Group accounted for 36.9% of our revenue; Yangtze Memory Technologies Co., Ltd., together with one of its subsidiaries, accounted for 26.8% of our revenue; and Semiconductor Manufacturing International Corporation, a leading PRC-based foundry, accounted for 12.1% of our revenue. In early October, 2022, the U.S. government enacted new rules aimed at restricting U.S. support for the PRC’s ability to manufacture advanced semiconductors. The rules include new export license requirements for exports to the PRC of additional types of semiconductor manufacturing items and items for use in manufacturing designated types of semiconductor manufacturing equipment in the PRC, as well as new restrictions in connection with the supply of semiconductor manufacturing equipment to certain IC manufacturing and development facilities in the PRC. In addition, U.S. persons are effectively barred from engaging in certain activities related to the development and production of certain semiconductors in China, even if no items subject to the EAR are involved. These rules may impact the supply of some items sourced from the U.S. or that are otherwise subject to control under the EAR in connection with the manufacture and supply of ACM Shanghai tools meeting certain characteristics or intended for certain customers. As such, these new rules may directly impact ACM Shanghai’s ability to meet its future production plans, or indirectly impact the spending plans of ACM Shanghai’s customer base. Also as part of the recent October 2022 actions, Yangtze Memory Technologies Co., Ltd. (YMTC), a leading PRC memory chip company was added to the Unverified List of the EAR alongside a number of other Chinese entities. The Unverified List identifies parties for whom BIS has been unable to confirm their bona fides (i.e., legitimacy and reliability about the end-use and end-user of items subject to the EAR). Entities listed on the Unverified List are ineligible to receive items subject to the EAR by means of a license exception if a U.S. export license is required. Challenges faced by YMTC and its key suppliers as a result of the listing could indirectly impact YMTC’s demand for, or ACM Shanghai’s ability to supply, ACM Shanghai products. ACM and ACM Shanghai are evaluating the potential direct impact of the regulations, including potential required modifications to their business policies and practices in the PRC, and any expected changes in the capital spending plans of ACM Shanghai’s customer base. COVID-19 Assessment The worldwide COVID-19 health pandemic and related government and private sector responsive actions have adversely affected the economies and financial markets of many countries and specifically have negatively impacted the Company’s business operations, including in the PRC and the United States. The continuation of the COVID-19 pandemic could continue to result in economic uncertainty and global economic policies that could reduce demand for the Company’s products and its customers’ chips and have a material adverse impact on the Company’s business, operating results and financial condition. The Company conducts substantially all of its product development, manufacturing, support and services in the PRC, and those activities have been directly impacted by COVID-19 and related restrictions on transportation and public appearances. • In March 2022, several regions in China began to experience elevated levels of COVID-19 infections, and the PRC government instituted policies to restrict the spread of the virus. The policies began with an increase of “spot quarantines,” under which a positive polymerase chain reaction (PCR) or other test would result in the quarantining of individual buildings, groups of buildings, or even full neighborhoods. The policies were later expanded to full-city quarantines, including in the City of Shanghai, where substantially all of ACM Shanghai’s operations are located. COVID-19 related restrictions in Shanghai began to limit employee access to, and logistics activities of, ACM Shanghai’s offices and production facilities in the Pudong district of Shanghai in March 2022, and therefore limited ACM Shanghai’s ability to ship finished products to customers and to produce new products. Spot quarantines in mid-March 2022 began to impact a number of ACM Shanghai’s employees and led to a closure of ACM Shanghai’s administrative and R&D offices in Zhangjiang in the Pudong district. A subsequent quarantine of the entire Pudong region of Shanghai was imposed in late March 2022 and impacted the operation of ACM Shanghai’s Chuansha production facility. Although the facility remained partially operational with a number of personnel staying on-site for a prolonged period, the level of production declined significantly versus more normal levels. Furthermore, a number of the Company’s customers have substantial operations based in operations areas of the PRC, including in the City of Shanghai, subject to full-city restrictions, which began limiting the operations of those customers since the first quarter of 2022, including inhibiting their ability to receive, implement and operate new tools for their manufacturing facilities. As a result, in some cases, ACM Shanghai was required to defer shipments of finished products to these customers because of operational and logistical limitations affecting customers other than, or in addition to, ACM Shanghai. • In late April 2022, ACM Shanghai began to increase the level of its operations at the Chuansha manufacturing site using the “closed loop method,” in which a limited collection of workers remain together as a group between a single hotel, the ACM Shanghai facility, and a dedicated bus transportation route, also referred to as “two spots and one line,” and had resumed substantially all of its Chuansha manufacturing site operations by the end of the second quarter of 2022. On July 1, 2022, the Company transitioned operations at the Chuansha facility to a more normal production process, in which workers were able to return home following their factory shifts. • In mid-June 2022, substantially all of ACM Shanghai’s R&D and administrative employees were allowed to return to work at the ZhangJiang facility following a 6-8 weeks period of restricted access during which many employees had continued to work from home. ACM Shanghai has established several policies to help avoid or limit future outbreaks among employees and aimed at protecting employee safety and limiting the possibility of a facility reclosing. During the first six months of 2022, the Company experienced a negative impact to revenue and shipments as a result of restricted access and logistics to its Shanghai-based production and administrative facilities. Thirteen tools amounting to $13 million in revenue and $24 million in shipments that could not be shipped to customers in the three-months ended March 30, 2022 were subsequently shipped in the three months ended June 30, 2022. As a result of the restrictions, the Company experienced a modest increase to operational costs due to increased logistics costs and inefficiencies that resulted from the restrictions, and an increase in cash used in operations due in part to an increase in accounts receivables that resulted from a shift of shipments towards the latter part of the period. During the three and nine-months ended September 30, 2022, the Company experienced general inefficiencies in administrative, research and development and other activities due to some employees who were required to quarantine ‘in place’ at their residence due presumably to the detected possible exposure to COVID infections. In many cases, the employees were able to work remotely to mitigate the effects. The Company anticipates the PRC’s zero-covid policy will impact its PRC operations for the foreseeable future in the form of regular testing and/or required quarantines-in-place. Closures or reductions of operations or production, whether of ACM Shanghai or of some of its key customers, may be extended or re-introduced during the remainder of 2022 as the result of business interruptions arising from protective measures being taken by the PRC and other governmental agencies or of other consequences of COVID-19. The Company’s corporate headquarters are located in Fremont, California. The effects of actions taken by local governmental agencies in the future may negatively impact productivity, disrupt the business of the Company and delay timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on the Company’s ability to conduct its business in the ordinary course. To date, the Company’s operations in South Korea, including the R&D center and production facilities of ACM Korea and the business development activities of Hanguk ACM CO., LTD, have been largely unaffected directly by government restrictions relating to the COVID-19 pandemic. The worldwide prolonged and broad-based shift to remote working environments resulting from COVID-19 continues to create inherent productivity, connectivity, and oversight challenges and could affect the Company’s ability to enhance, develop and support existing products and services, detect and prevent spam and problematic content, hold product sales and marketing events, and generate new sales leads. In addition, the changed environment under which the Company is operating could have an effect on its internal controls over financial reporting as well as its ability to comply with a number of timing and quality requirements. Additional or extended governmental quarantines, restrictions or regulations could significantly impact the ability of the Company’s employees and vendors to work productively. Governmental restrictions have been inconsistent globally and it remains unclear when a return to worksite locations or travel will be permitted or what restrictions will be in place in those environments. As the Company continues to return its workforce to the office in 2022, it may experience increased costs as it prepares and maintains its facilities for a safe work environment and experiments with hybrid work models and it may suffer additional adverse effects on its ability to compete effectively and maintain its corporate culture. Extended periods of interruption to the Company’s corporate, development or manufacturing facilities due to the COVID-19 pandemic could cause the Company to lose revenue and market share, which would depress its financial performance and could be difficult to recapture. The Company’s business may also be harmed if travel to or from the PRC or the United States continues to be restricted or inadvisable or if members of management and other employees are absent because they contract COVID-19, they elect not to come to work due to the illness affecting others in the Company’s office or laboratory facilities, or they are subject to quarantines or other governmentally imposed restrictions. 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, the valuation and recognition of fair value of trading securities, stock-based compensation arrangements, realization of deferred tax assets, assessment for impairment of long-lived assets, allowance for doubtful accounts, inventory valuation, depreciable 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. Cash and Cash Equivalents Cash The following table presents cash and cash equivalents, according to jurisdiction as of September 30, 2022 and December 31, 2021: September 30, December 31, 2022 2021 United States $ 27,796 $ 34,852 Mainland China 216,116 469,494 China Hong Kong 78,398 52,527 South Korea 13,964 5,675 Singapore 1 - Total $ 336,275 $ 562,548 The amounts in mainland China do not include short-term and long-term time deposits which totaled $136,576 and $0 at September 30, 2022 and December 31, 2021, respectively. Cash held in the U.S. exceeds the Federal Deposit Insurance Corporation (“FDIC”) insurance limits and is subject to risk of loss. No losses have been experienced to date. For cash amounts held by ACM Shanghai at PRC banks in mainland China are subject to a series of risk control regulatory standards from PRC bank regulatory authorities. ACM Shanghai is required to obtain approval from the State Administration of Foreign Exchange (“SAFE”) to transfer funds into or out of the PRC. SAFE requires a valid agreement to approve the transfers, which are processed through a bank. Other than these PRC foreign exchange restrictions, ACM Shanghai is not subject to any PRC restrictions and limitations on its ability to transfer funds to ACM Research or among our other subsidiaries. However, cash held by ACM Shanghai in mainland China does exceed applicable insurance limits and is subject to risk of loss, although no such losses have been experienced to date. ACM California periodically procures goods and services on behalf of ACM Shanghai. For these transactions, ACM Shanghai makes cash payments to ACM California in accordance with applicable transfer pricing arrangements. For the nine months ended September 30, 2022, cash payments from ACM Shanghai to ACM California for the procurement of goods and services were $24.6 million and $1.6 million, respectively. ACM California periodically borrows funds for working capital advances from its direct parent, CleanChip. ACM California repays these intercompany loans in accordance with their terms. For sales through CleanChip and ACM Research, a certain amount of sales proceeds is repatriated back to ACM Shanghai in accordance with applicable transfer pricing arrangements in the ordinary course of business. Subsequent to June 30, 2020, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, no cash transfers, dividends or other payments or distributions have been made between the ACM Research and ACM Shanghai. We intend to retain any future earnings to finance the operations and expenses of our business, and we do not expect to distribute earnings or declare or pay any dividends in the foreseeable future. Amounts held in South Korea exceed the Korea Deposit Insurance Corporation (“KDIC”) insurance limits and is subject to risk of loss. No losses have been experienced to date. There is no additional restriction for the transfer of cash from bank accounts in the U.S., South Korea, and Hong Kong. For sales through CleanChip and ACM Research, a certain amount of sales proceeds is repatriated back to ACM Shanghai in accordance with the transfer pricing arrangements in the ordinary course of business. For the nine months ended September 30, 2022 and 2021, no transfers, dividends, or distributions have been made between ACM Research and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock. Time Deposits Time deposits are deposited with banks in mainland China with fixed periods and interest rates which cannot be withdrawn before maturity. They are also subject to the risk control regulatory standards described above upon maturity. September 30, December 31, 2022 2021 Deposit in China Merchant Bank which will mature on January 29, 2023 2.25 $ 38,016 $ - Deposit in China Everbright Bank which will mature on January 29, 2023 2.25 14,080 - Deposit in China Industrial Bank which will mature on January 30, 2023 2.15 14,080 - Deposit in China Merchant Bank which will mature on January 29, 2024 2.85 28,160 - Deposit in Bank of Ningbo which will mature on February 17, 2024 with an annual interest rate of 2.85% 42,240 - $ 136,576 $ - For the three and nine months ended September 30, 2022, respectively, interest income related to time deposits was $929 and $2,468, respectively. Intangible Assets, Net Intangible assets consist of capitalized software license and other related fees for items used for finance, manufacturing, and research and development purposes. Assets are valued at cost at the time of acquisition and are amortized over their beneficial periods. If a contract specifies a license period, then the intangible asset is amortized over a term not exceeding the license period. For those intangible assets with contracts that do not specify a license term or for which local law does not specify a license term, management estimates the amortization period based on the period over which the asset is expected to contribute directly or indirectly to the cash flows in accordance with ASC 350, Intangibles—Goodwill and Other Revenue Recognition The Company derives revenue principally from the sale of semiconductor capital equipment. Revenue from contracts with customers is recognized using the following five steps pursuant ASC Topic 606, Revenue from Contracts with Customers 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the entity satisfies a performance obligation. A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services. The unit of account for revenue recognition is a performance obligation (a good or service). A contract may contain one or more performance obligations. Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise, performance obligations are combined with other promised goods or services until the Company identifies a bundle of goods or services that is distinct. Promises in contracts which do not result in the transfer of a good or service are not performance obligations, as well as those promises that are administrative in nature, or are immaterial in the context of the contract. The Company has addressed whether various goods and services promised to the customer represent distinct performance obligations. The Company applied the guidance of ASC Topic 606 in order to verify which promises should be assessed for classification as distinct performance obligations. The Company’s performance obligations in connection with a sale of equipment generally include production, delivery and installation, together with the provision of a warranty. Given that the Company’s products are customized based on specifications of its customers, the Company determines that the promise to the customer is to provide a customized product solution. The product and customization services are inputs into the combined item for which the customer has contracted and, as a result, the product and installation services are not separately identifiable and are combined into a single performance obligation. Delivery of goods to a customer is not a separate performance obligation since control of the goods normally does not transfer to the customer before shipment. The Company’s warranties provide assurance that its products will function as expected and in accordance with certain specifications. The Company’s warranties are intended to safeguard the customer against existing defects and do not provide any incremental service to the customer. They are not separate performance obligations and accounted for under ASC 460, Guarantees The transaction price is allocated to all the separate performance obligations in an arrangement. It reflects the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services, which may include an estimate of variable consideration to the extent that it is probable of not being subject to significant reversals in the future based on the Company’s experience with similar arrangements. The transaction price excludes amounts collected on behalf of third parties, such as sales taxes. This is done on a relative selling price basis using standalone selling prices (“SSP”). The SSP represents the price at which the Company would sell that good or service on a standalone basis at the inception of the contract. Given the requirement for establishing SSP for all performance obligations, if the SSP is directly observable through standalone sales, then such sales should be considered in the establishment of the SSP for the performance obligation. For some sale contracts, in addition to the sale of semiconductor capital equipment, the Company also provides certain spare parts to the customers. The Company defers revenue associated with spare parts sold together with its tool products, including production, delivery, installation and warranty which are accounted for as one performance obligation, Revenue is recognized when the Company satisfies each performance obligation by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time (upon the acceptance of the products or upon the arrival at the destination as stipulated in the shipment terms) in a sale arrangement. In general, the Company recognizes revenue when a tool has been demonstrated to meet the customer’s predetermined specifications and is accepted by the customer. If terms of the sale provide for a lapsing customer acceptance period, the Company recognizes revenue as of the earlier of the expiration of the lapsing acceptance period and customer acceptance. In the following circumstances, however, the Company recognizes revenue upon shipment or delivery, when legal title to the tool is passed to a customer as follows: ● When the customer has previously accepted the same tool with the same specifications and the Company can objectively demonstrate that the tool meets all of the required acceptance criteria; ● When the sales contract or purchase order contains no acceptance agreement or lapsing acceptance provision and the Company can objectively demonstrate that the tool meets all of the required acceptance criteria; ● When the customer withholds acceptance due to issues unrelated to product performance, in which case revenue is recognized when the system is performing as intended and meets predetermined specifications; or ● When the Company’s sales arrangements do not include a general right of return. The Company offers maintenance services, which consist principally of the installation and replacement of parts and small-scale modifications to the equipment. The related revenue and costs of revenue are recognized when parts have been delivered and installed and the customers have obtained control of the parts. The Company incurs costs related to the acquisition of its contracts with customers in the form of sales commissions. Sales commissions are paid to third party representatives and distributors. Contractual agreements with these parties outline commission structures and rates to be paid. Generally speaking, the contracts are all individual procurement decisions by the customers and are not for significant periods of time, nor do they include renewal provisions. As such, all contracts have an economic life of significantly less than a year. Accordingly, the Company expenses sales commissions when incurred. These costs are recorded within sales and marketing expenses. The Company, therefore, does not have contract assets. The Company does not incur any costs to fulfill the contracts with customers that are not already reported in compliance with another applicable standard (for example, inventory or plant, property and equipment). The Company receives payments from customers prior to the transfer of control either upon contract sign-off and/or the delivery of evaluation tools, which are recorded as advances from customers. Basic and Diluted Net Income per Common Share Basic and diluted net income per common share are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income $ 27,076 $ 11,150 $ 36,381 $ 24,306 Less: Net income attributable to non-controlling interests 6,072 995 8,927 2,114 Net income available to common stockholders, basic $ 21,004 $ 10,155 $ 27,454 $ 22,192 Less: Dilutive effect arising from stock-based awards by ACM Shanghai 321 - 465 - Net income available to common stockholders, diluted $ 20,683 $ 10,155 $ 26,989 $ 22,192 Weighted average shares outstanding, basic (1) 59,360,790 58,267,638 59,123,895 57,340,059 Effect of dilutive securities 6,251,875 7,859,910 6,505,378 7,850,961 Weighted average shares outstanding, diluted 65,612,665 66,127,548 65,629,273 65,191,020 Net income per common share: Basic $ 0.35 $ 0.17 $ 0.46 $ 0.39 Diluted $ 0.32 $ 0.15 $ 0.41 $ 0.34 (1) Prior period results have been adjusted to reflect the three ACM Research has been authorized to issue Class A and Class B common stock since redomesticating in Delaware in November The classes of common stock are substantially identical in all material respects, except for voting rights. Since ACM Research and nine months ended September or the net income per common share attributable to each class is the same under the “ -class” method. As such, the classes of common stock have been presented on a combined basis in the condensed consolidated statements of operations and comprehensive income (loss) and in the above computation of net income per common share. Diluted net income per common share reflects the potential dilution from securities, including stock options and issued warrants, that could share in ACM Research Research months ended September Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, time deposits, and accounts receivable. The Company deposits and invests its cash with financial institutions that management believes are creditworthy. The Company is potentially subject to concentrations of credit risks in its accounts receivable. For the three months ended September 30, 2022 and 2021, three customers accounted for 61.4% and three customers accounted for 77.1% of revenue, respectively. For the nine months ended September 30, 2022 and 2021, three customers accounted for 50.1% and three customers accounted for 65.6% of revenue, respectively. As of September 30, 2022 and December 31, 2021, two customers accounted for 56.1% and two customers accounted for 53.8%, respectively, of the Company’s accounts receivables. The Company believes that the receivable balances from these largest customers do not represent a significant credit risk based on past collection experience. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In November 2019, the FASB issued ASU 2019-10, Financial Instruments Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. Derivatives and Hedging (Topic 815) Leases (Topic 842) since January 1, 2019. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 30, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 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 related businesses. The following tables present disaggregated revenue information: Three Months Ended , Nine September 30 2022 2021 2022 2021 Single wafer cleaning, Tahoe and semi-critical cleaning equipment $ 99,720 $ 49,448 $ 198,336 $ 127,322 ECP (front-end and packaging), furnace and other technologies 24,521 8,200 57,269 13,750 Advanced packaging (excluding ECP), services & spares 9,468 9,365 24,685 23,537 Total Revenue By Product Category $ 133,709 $ 67,013 $ 280,290 $ 164,609 Wet-cleaning and other front-end processing tools $ 117,941 $ 49,448 $ 229,195 $ 127,322 Advanced packaging, other processing tools, services and spares 15,768 17,565 51,095 37,287 Total Revenue Fron t-end $ 133,709 $ 67,013 $ 280,290 $ 164,609 Three Months Ended , Nine September 30 2022 2021 2022 2021 Mainland China $ 131,180 $ 66,887 $ 273,585 $ 164,319 Other Regions 2,529 126 6,705 290 $ 133,709 $ 67,013 $ 280,290 $ 164,609 Below are the accounts receivables and contract liabilities balances as of: September 30, December 31, 2022 2021 Accounts receivable $ 188,341 $ 105,553 Advances from customers 136,610 52,824 Deferred revenue 4,911 3,180 During the nine-months ended September 30, 2022, advances from customers increased by $83.8 million, due to an increase of payments made by customers for first tools under evaluation, and an increase in pre-payments for tools made by customers prior to delivery. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2022 | |
ACCOUNTS RECEIVABLE [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 4 – ACCOUNTS RECEIVABLE A ccounts receivable consisted of the followin September 30, December 31, 2022 2021 Accounts receivable $ 188,341 $ 105,553 Less: Allowance for doubtful accounts - - Total $ 188,341 $ 105,553 The $82.8 million increase in accounts receivable for the first nine months of 2022 corresponds to a $115.7 million increase in revenue for the same period . The Company reviews accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. Based on the Company determined there were no collectability issues as of September 30, 2022 and December 31, 2021, and no allowance for doubtful accounts was necessary. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 5 – INVENTORIES Inventories consisted of the following: September 30, December 31, 2022 2021 Raw materials $ 145,071 $ 90,552 Work-in-process 73,533 35,840 Finished goods 109,188 91,724 Total inventory $ 327,792 $ 218,116 Inventories are stated at the lower of cost or net realizable value on a moving weighted average basis. At September 30, 2022 and December 31, 2021, the value of finished goods inventory, which is comprised of first-tools, for which customers were contractually obligated to take ownership upon acceptance totaled $79,821 and $71,889, respectively. The $92.2 million increase in raw materials and work-in-process inventory at September 30, 2022 compared to December 31, 2021 was due to additional purchase of supplies to support a higher level of expected total shipments for the next several quarters, and to reduce the risk of supply chain delays to meet anticipated customer demand for the Company’s products. The $17.5 million increase in finished goods inventory at September 30, 2022 compared to December 31, 2021 primarily reflects a higher value of first-tools under evaluation by existing or prospective customers, due to shipments made, net of customer acceptances during the period. The Company’s products each require a certain degree of customization, and the substantial majority of the work-in-process inventory and finished goods inventory is built to meet a specific customer order for repeat shipment of first tool delivery. At the end of each period, the Company assesses the status of each item in work-in-process and finished goods and inventory. The Company recognizes a loss or impairment if in management’s judgement the inventory cannot be sold or used for production, if it has been damaged or should be considered as obsolete, or if the net realizable value is lower than the cost. At the end of each period, the Company also assesses the status of its raw materials. The Company recognizes a loss or impairment for any raw materials aged more than three years for which the Company determines it is not likely to be used in future production. The three-year aging is based on the Company’s assessment of technology change, its requirement to maintain stock for warranty coverage, and other factors. During the three and nine months ended September 30, 2022, inventory write-downs of $1,157 and $1,739 were recognized in cost of revenue, respectively. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY, PLANT AND EQUIPMENT, NET [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment consisted of the following: September 30, December 31, 2022 2021 Buildings and plants $ 37,168 $ - Manufacturing equipment 8,060 7,973 Office equipment 3,410 2,012 Transportation equipment 193 217 Leasehold improvement 6,448 4,134 Total cost 55,279 14,336 Less: Total accumulated depreciation and amortization (8,511 ) (5,900 ) Construction in progress 19,702 5,606 Total property, plant and equipment, net $ 66,470 $ 14,042 Depreciation and amortization expense was $1,075 and $501 for the three months ended September 30, 2022 and 2021, respectively, and for the nine months ended September 30, 2022 and 2021, respectively. Buildings and plants represent Lingang housing property that was transferred to ACM Shengwei in January 2022 at a value of $41,497, which includes the purchase price and accumulated interest, and with estimated useful lives of 30-years (Note 8). Buildings and plants are pledged as security for loans from China Merchants Bank (Note 12). Construction in progress primarily reflects costs incurred related to the construction of several facilities in Lingang by ACM Shengwei, and are scheduled to begin production in 2023 and beyond. |
LAND USE RIGHT, NET
LAND USE RIGHT, NET | 9 Months Ended |
Sep. 30, 2022 | |
LAND USE RIGHT, NET [Abstract] | |
LAND USE RIGHT, NET | NOTE 7 – LAND USE RIGHT, NET A summary of land use right is as follows: September 30, December 31, 2022 2021 Land use right purchase amount $ 8,950 $ 9,966 Less: accumulated amortization (403 ) (299 ) Land use right, net $ 8,547 $ 9,667 In 2020, ACM Shanghai, through its wholly-owned subsidiary ACM Shengwei, entered into an agreement for a 50-year land use right in the Lingang region of Shanghai. In July 2020, ACM Shengwei began a multi-year construction project for a new 1,000,000 square foot development and production center that will incorporate new manufacturing systems and automation technologies and will provide floor space to support significantly increased production capacity and related research and development activities. The amortization for the three months ended September 30, 2022 and 2021 was $45 and $49, respectively, and for the nine months ended September 30, 2022 and 2021 was $144 and $147, respectively. The annual amortization of land use right for each of the next five years is as follows: Year ending December 31, remainder of 2022 $ 50 2023 200 2024 200 2025 200 2026 200 |
OTHER LONG-TERM ASSETS
OTHER LONG-TERM ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
OTHER LONG-TERM ASSETS [Abstract] | |
OTHER LONG-TERM ASSETS | NOTE 8 – OTHER LONG-TERM ASSETS Other long-term assets consisted of the following: September 30, December 31, 2022 2021 Prepayment for property - Lingang $ - $ 42,111 Prepayment for property, plant and equipment and other non-current assets 240 440 Prepayment for property - lease deposit 385 429 Security deposit for land use right 694 773 Others 1,054 1,264 Total other long-term assets $ 2,373 $ 45,017 Prepayment for property – Lingang is for the housing in Lingang, Shanghai and consists of the contractual amount to acquire the property and capitalized interest charges on the long-term loan related to acquisition of the property, which amounted to at the time of transfer in 2022 and as of December , Pursuant to contractual agreements, ownership of the housing in Lingang, Shanghai was transferred to ACM Shengwei in January at a value of at the time of transfer, and as of December which reflected the purchase price and cumulative capitalized interest charges related to the long-term loan from China Merchants Bank (Note . Subsequent to the transfer of ownership, Prepayment for property – Lingang was reclassed to property, plant and equipment (Note 6). |
SHORT-TERM BORROWINGS
SHORT-TERM BORROWINGS | 9 Months Ended |
Sep. 30, 2022 | |
SHORT-TERM BORROWINGS [Abstract] | |
SHORT-TERM BORROWINGS | NOTE 9 – SHORT-TERM BORROWINGS Short-term borrowings consisted of the following: September 30, December 31, 2022 2021 Line of credit up to RMB 100,000 1)due on June 7,2022 with an annual interest rate of 2.7 June 7, 2022 $ - $ 4,616 Line of credit up to RMB 150,000 from China Everbright Bank, 1)due on October 21,2022 with annual interest rate of 1.95% and fully repaid on September 27, 2022. - 3,407 2)due on August 17,2023 with an annual interest rate of 3.40%. 8,448 - 3)due on September 1,2023 with an annual interest rate of 3.60%. 8,448 - Line of credit up to RMB 100,000 from Bank of Communications, 1)due on October 25,2022 with an annual interest rate of 3.85 July 1, 2022 - 1,568 2)due on August 11,2023 with an annual interest rate of 3.60 8,448 - 3)due on September 5,2023 with an annual interest rate of 3.50 5,632 - Line of credit up to RMB 40,000 from Bank of China, 1)due on August 26,2023 with an annual interest rate of 3.15 5,632 - Line of credit up to RMB 100,000 from China Merchants Bank, 1)due on July 21,2023 with an annual interest rate of 3.50 1,267 - 2)due on July 27,2023 with an annual interest rate of 3.50 1,267 - 3)due on August 1,2023 with an annual interest rate of 3.50 1,267 - 4)due on August 3,2023 with an annual interest rate of 3.50 1,267 - 5)due on August 7,2023 with an annual interest rate of 3.50 1,267 - 6)due on August 14,2023 with an annual interest rate of 3.50 1,267 - 7)due on August 15,2023 with an annual interest rate of 3.50 1,268 - 8)due on August 21,2023 with an annual interest rate of 3.50 986 - 9)due on August 28,2023 with an annual interest rate of 3.50 1,267 - 10)due on September 13,2023 with an annual interest rate of 3.50 1,267 - 11)due on September 20,2023 with an annual interest rate of 3.50 1,267 - 12)due on September 29,2023 with an annual interest rate of 3.50 423 - Total $ 50,688 $ 9,591 (1) Guaranteed by CleanChip For the three months ended September 30, 2022 and 2021, interest expense related to short-term borrowings amounted to $201 and $176, respectively, and for the nine months ended September |
OTHER PAYABLES AND ACCRUED EXPE
OTHER PAYABLES AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2022 | |
OTHER PAYABLES AND ACCRUED EXPENSES [Abstract] | |
OTHER PAYABLES AND ACCRUED EXPENSES | NOTE 10 – OTHER PAYABLES AND ACCRUED EXPENSES Other payables and accrued expenses consisted of the following: September 30, December 31, 2022 2021 Accrued commissions $ 13,007 $ 12,507 Accrued warranty 8,543 6,631 Accrued payroll 6,892 5,684 Accrued professional fees 73 785 Accrued machine testing fees 1,105 149 Others 10,661 5,979 Total $ 40,281 $ 31,735 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
LEASES [Abstract] | |
LEASES | NOTE 11 – LEASES The Company leases space under non-cancelable operating leases for several office and manufacturing locations. These leases do not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the leases do not contain contingent rent provisions. Most leases include one or more options to renew. The exercise of lease renewal options is typically at the Company’s sole discretion; therefore, the majority of renewals to extend the lease terms are not included in the Company’s right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options, and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The Company has a centrally managed treasury function; therefore, based on the applicable lease terms and the current economic environment, it applies a portfolio approach for determining the incremental borrowing rate. The components of lease expense were as follows: Three Months Ended September 30, Nine September 30 2022 2021 2022 2021 Operating lease cost $ 776 $ 632 $ 2,133 $ 1,807 Short-term lease cost 162 105 550 258 Lease cost $ 938 $ 737 $ 2,683 $ 2,065 Supplemental cash flow information related to operating leases was as follows: Three Months Ended September 30, Nine September 30 2022 2021 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 938 $ 737 $ 2,683 $ 2,065 As of September 30, 2022, maturities of outstanding lease liabilities for all operating leases were as follows: December 31, remainder of 2022 $ 412 2023 1,303 2024 959 2025 61 2026 43 2027 8 Total lease payments $ 2,786 Less: Interest (139 ) Present value of lease liabilities $ 2,647 The weighted average remaining lease terms and discount rates for all operating leases were as follows: September 30, December 31, 2022 2021 Remaining lease term and discount rate: Weighted average remaining lease term (years) 1.97 1.37 Weighted average discount rate 4.27 % 4.54 % |
LONG-TERM BORROWINGS
LONG-TERM BORROWINGS | 9 Months Ended |
Sep. 30, 2022 | |
LONG-TERM BORROWINGS [Abstract] | |
LONG-TERM BORROWINGS | NOTE 12 – LONG-TERM BORROWINGS L ong-term borrowings consisted of the following: September 30, December 31, 2022 2021 Loan from China Merchants Bank $ 15,368 $ 18,390 Loans from Bank of China 5,702 6,977 Less: Current portion (2,260 ) (2,410 ) $ 18,810 $ 22,957 The loan from China Merchants Bank is for the purpose of purchasing housing property in Lingang, Shanghai. The loan is repayable in total installments with the last installment due in November 2030 with an annual interest rate of . A Scheduled principal payments for the outstanding long-term loan as of September 30 are as follows: Year ending December 31 2022 $ 471 2023 2,277 2024 6,707 2025 1,778 2026 1,849 Thereafter 7,988 $ 21,070 For the months ended September 30 interest related to long-term borrowings of and $232 was incurred, of which and $15 was charged to interest expenses and $ and $217 was capitalized as property, plant and equipment and other long-term assets, respectively. For the nine months ended September 30, 2022 and 2021, respectively, interest related to long-term borrowings of $720 and $776 was incurred, of which $660 and $18 was charged to interest expenses and $60 and $758 was capitalized as property, plant and equipment and other long-term assets, respectively . |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
OTHER LONG-TERM LIABILITIES [Abstract] | |
OTHER LONG-TERM LIABILITIES | NOTE 13 – OTHER LONG-TERM LIABILITIES Other long-term liabilities represent government subsidies received from PRC governmental authorities for development and commercialization of certain technology but not yet recognized. Other long-term liabilities consisted of the following unearned government subsidies: September 30, December 31, 2022 2021 Subsidies to Stress Free Polishing project, commenced in 2008 and 2017 $ 372 $ 791 Subsidies to Electro Copper Plating project, commenced in 2014 123 160 Subsidies to other cleaning tools, commenced in 2020 882 1,014 Subsidies to SW Lingang R&D development in 2021 4,824 5,958 Other 459 524 Total $ 6,660 $ 8,447 |
LONG-TERM INVESTMENT
LONG-TERM INVESTMENT | 9 Months Ended |
Sep. 30, 2022 | |
LONG-TERM INVESTMENT [Abstract] | |
LONG-TERM INVESTMENT | NOTE 14 – LONG-TERM INVESTMENT On September ACM and Ninebell Co., Ltd. (“Ninebell”), a Korean company that is of the Company’s principal material suppliers, entered into an ordinary share purchase agreement, effective as of September pursuant to which Ninebell issued to ACM ordinary shares representing of Ninebell’s post-closing equity for a purchase price of and a common stock purchase agreement, effective as of September pursuant to which ACM issued shares of Class A common stock to Ninebell for a purchase price of at per share. The investment in Ninebell is accounted for under the equity method. On June ACM Shanghai and Shengyi Semiconductor Technology Co., Ltd. (“Shengyi”), a company based in Wuxi, China that is of the Company’s component suppliers, entered into an agreement pursuant to which Shengyi issued to ACM Shanghai shares representing of Shengyi’s post-closing equity for a purchase price of The investment in Shengyi is accounted for under the equity method. On September ACM Shanghai entered into a Partnership Agreement with other investors, as limited partners, and Beijing Shixi Qingliu Investment Co., Ltd., as general partner and manager, with respect to the formation of Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) (“Hefei Shixi”), a Chinese limited partnership based in Hefei, China. Pursuant to such Partnership Agreement, on September ACM Shanghai invested RMB ( , which represented of the partnership’s total subscribed capital. The investment in Hefei Shixi is accounted for under the equity method On October 29, 2021, ACM Shanghai and Waferworks (Shanghai) Co., Ltd (“Waferworks”), a company based in Shanghai and one of the Company’s customers, entered into an agreement pursuant to which Waferworks issued to ACM Shanghai shares representing 0.25% of Waferworks’ post-closing equity for a purchase price of $1,568. As there is no readily determinable fair value, the Company measures the investment in Waferworks at cost minus impairment, if any. On August 17, 2022, ACM Singapore and Wooil Flucon Co., Ltd. (“Wooil”), a company based in South Korea and a potential component supplier to the Company, entered into an agreement pursuant to which Wooil, on September 1, 2022, issued to ACM Singapore shares representing 20% of Wooil’s post-closing equity for a purchase price of $1,000. The investment in Wooil is accounted for under the equity method. Pursuant to an Agreement entered into on September 19, 2022 (the “Agreement”), ACM Shanghai became a limited partner of the Nuode Asset Fund Pujiang No. 783 Single Asset Management Plan (“Nuode Asset Fund”) a Chinese limited partnership formed by Nuode Asset Management Co., Ltd, a financial services firm based in Shanghai, China. Nuode Asset Fund was formed to establish a special fund with the purpose to participate in certain technology related investments in China. Subsequent to the future purchase, any investment will be held by Nuode Asset Fund and restricted for a minimum period of six months. The limited partners of the Nuode Asset Fund contributed a total of RMB 160 million ($22,160) to the fund, of which ACM Shanghai contributed RMB 30 million ($4,196), or 18.75% of the total contribution, on September 27, 2022. As of September 30, 2022, no investment had been made by Nuode Asset Fund, and the Company elected to measure this investment at cost, less impairments if any. The Company treats each equity investment in the consolidated financial statements under the equity method and they are classified as long-term investments. Under the equity method, an investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. The Company concluded that the investments were not impaired and did not record any impairment charges related to the investments for any prior periods. September 30 December 31, Equity investee: 2022 2021 Ninebell $ 4,447 $ 3,051 Wooil 1,014 - Shengyi 510 211 Hefei Shixi 6,963 7,864 Subtotal 12,934 11,126 Other investee: Waferworks 1,408 1,568 Nuode Asset Fund 4,196 - Total $ 18,538 $ 12,694 For the months ended September and the Company’s share of equity investees’ net income was $1,251 and respectively, and $1,652 and $1,036 for the nine months ended September 30, 2022 and 2021, respectively, which amounts were included in equity income in net income of affiliates in the accompanying condensed consolidated statements of operations and comprehensive income. |
TRADING SECURITIES
TRADING SECURITIES | 9 Months Ended |
Sep. 30, 2022 | |
TRADING SECURITIES [Abstract] | |
TRADING SECURITIES | NOTE 15 – TRADING SECURITIES Pursuant to a Partnership Agreement dated (the “Partnership Agreement”) and a Supplementary Agreement thereto dated (the “Supplementary Agreement”), ACM Shanghai became a limited partner of Qingdao Fortune-Tech Xinxing Capital Partnership (L.P.), a Chinese limited partnership based in Shanghai (the “Partnership”) of which China Fortune-Tech Capital Co., Ltd serves as general partner and unaffiliated entities serve, with ACM Shanghai, as limited partners. The Partnership was formed to establish a special fund that would purchase, in a strategic placement, shares of Semiconductor Manufacturing International Corporation, or SMIC, to be listed on the STAR Market. The limited partners of the Partnership contributed to the fund a total of RMB billion ($ ), of which ACM Shanghai contributed RMB million ($ ), or of the total contribution, on . Upon the closing of the SMIC offering in , the initial number of SMIC shares owned by the Partnership was apportioned to all of the limited partners in proportion to their respective capital contributions ( in the case of ACM Shanghai). An individual limited partner will be able to instruct the general partner to sell, on behalf of the limited partner, all or a portion of the limited partner’s apportioned shares, subject to compliance with all laws, regulations, trading rules, the Partnership Agreement and the Supplementary Agreement. Alternatively, limited partners holding at least of the total SMIC shares held by the Partnership will be able, pursuant to a call auction in accordance with the Supplementary Agreement, to cause the general partner to arrange to sell all of the shares desired to be offered by each of the limited partners that complies with procedural requirements provided in the Supplementary Agreement. As SMIC was listed on the STAR Market in July 2020, ACM Shanghai’s investment is accounted for as trading securities and is stated at fair market value, which Fair Value Measurement, The components of trading securities were as follows: September 30, December 31, 2022 2021 Trading securities listed in Shanghai Stock Exchange Cost $ 10,295 $ 15,363 Market value 14,164 29,498 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Unrealized gain (loss) on trading securities $ (5,281 ) $ (919 ) $ (9,562 ) $ 1,817 For the three and nine months ended September 30, 2022, the Company received $4,488 in proceeds from the sale of SMIC shares, including a realized gain of $1,136. |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY BALANCES AND TRANSACTIONS [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 16 – RELATED PARTY BALANCES AND TRANSACTIONS Ninebell Ninebell is an equity investee of ACM (Note 14) and is the Company’s principal supplier of robotic delivery system subassemblies used in our single-wafer cleaning equipment. The Company purchases equipment through arms-length transactions from Ninebell for production in the ordinary course of business. The Company pays for a portion of the equipment in advance and is obligated for the remaining amounts upon receipt of the product. All related party outstanding balances are short-term in nature and are expected to be settled in cash. Shengyi Shengyi is an equity investee of ACM Shanghai (Note 14) and is one of the Company’s component suppliers in China. The Company purchases components from Shengyi for production in the ordinary course of business. The Company incurs a service fee related to installation and hook-up fees which is recorded within cost of revenue on the Company’s condensed consolidated statements of operations and comprehensive income (loss). The Company pays for a portion of the raw materials in advance and is obligated for the remaining amounts upon receipt of the product. The following tables reflect related party transactions in our condensed consolidated financial statements: September 30, December 31, Advances to related party 2022 2021 Ninebell $ 5,158 $ 2,383 September 30, December 31, Accounts payable 2022 2021 Ninebell $ 4,333 $ 5,703 Shengyi 2,256 2,196 Total $ 6,589 $ 7,899 Three Months Ended , Nine Months Ended , Purchase of materials 2022 2021 2022 2021 Ninebell $ 9,834 $ 7,455 $ 27,500 $ 21,833 Shengyi 2,298 1,108 3,760 1,753 Total $ 12,132 $ 8,563 $ 31,260 $ 23,586 Three Months Ended September 30, Nine Months Ended September 30, Service fee charged by 2022 2021 2022 2021 Shengyi $ 277 $ 144 $ 315 $ 403 |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2022 | |
COMMON STOCK [Abstract] | |
COMMON STOCK | NOTE 17 – COMMON STOCK In March 2022, ACM effectuated the Stock Split, which was a 3-for-1 stock split of Class A and Class B common stock in the form of a stock dividend (Note 1). 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. 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 to one vote, and each share of Class B common stock is entitled to twenty votes and is convertible at any time into one share of Class A common stock. Shares of Class A common stock and Class B common stock are treated equally, identically and ratably with respect to any dividends declared by the Board of Directors of ACM unless such 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. During the three months ended September 30, 2022, ACM issued 231,710 shares of Class A common stock upon option exercises by employees and non-employees. During the nine months ended September 30, 2022, ACM issued 763,584 shares of Class A common stock upon option exercises by employees and non-employees, and an additional 1,002 shares of Class A common stock upon conversion of an equal number of shares of Class B common stock. During the three months ended September 30, 2021, ACM issued 390,993 shares of Class A common stock upon option exercises by employees and non-employees. During the nine months ended September 30, 2021, ACM issued 1,693,095 shares of Class A common stock upon option exercises by employees and non-employees, and an additional 285,003 shares of Class A common stock upon conversion of an equal number of shares of Class B common stock. During the nine months ended September 30, 2021, ACM issued 728,043 shares of Class A common stock upon the exercise of warrants to purchase shares of Class A common stock. At September 30, 2022 and December 31, 2021, the number of shares of Class A common stock issued and outstanding was 54,373,515 and 53,608,929, respectively. At September 30, 2022 and December 31, 2021, the number of shares of Class B common stock issued and outstanding was 5,086,812 and 5,087,814, respectively. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 18 – STOCK-BASED COMPENSATION ACM’s stock-based compensation consists of employee and non-employee awards issued under its 1998 Stock Option Plan, its 2016 Omnibus Incentive Plan and as standalone options. The vesting condition may consist of a service period determined by the Board of Directors for a grant or certain performance conditions determined by the Board of Directors for a grant. The fair value of the stock options granted with service period based condition is estimated at the date of grant using the Black-Scholes option pricing model. The fair value of the stock options granted with market based condition is estimated at the date of grant using the Monte Carlo simulation model. The following table summarizes the components of stock-based compensation expense included in the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock-Based Compensation Expense: Cost of revenue $ 130 $ 108 $ 383 $ 289 Sales and marketing expense 349 417 1,277 1,400 Research and development expense 666 293 1,733 801 General and administrative expense 748 460 1,843 1,333 $ 1,893 $ 1,278 $ 5,236 $ 3,823 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock-based compensation expense by type: Employee stock option plan $ 1,798 $ 1,179 $ 4,943 $ 3,481 Non-employee stock option plan 12 12 35 82 Subsidiary stock option plan 83 87 258 260 $ 1,893 $ 1,278 $ 5,236 $ 3,823 Employee Awards The following table summarizes the Company’s employee share option activities during the nine months ended September 30, 2022: Number of Weighted Average Grant Date Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2021 8,402,247 $ 2.45 $ 5.88 6.53 years Granted 1,653,300 10.31 22.41 Exercised (379,290 ) 1.13 2.83 Forfeited/cancelled (229,650 ) 11.61 25.51 Outstanding at September 30, 2022 9,446,607 $ 3.66 $ 8.42 6.39 years Vested and exercisable at September 30, 2022 6,118,215 (1) Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 1 for details. As of September 30, 2022 and December 31, 2021, $ and $ , respectively, of total unrecognized employee stock-based compensation expense, net of estimated forfeitures, related to stock-based awards for ACM were expected to be recognized over a weighted-average period of years and years, respectively. Total recognized compensation cost may be adjusted for future changes in estimated forfeitures. The fair value of options granted to employees with a is estimated on the grant date using the Black-Scholes valuation with following assumptions: Nine Months Ended Year-ended September 30, December 31, 2022 2021 (6) Fair value of common share(1) $ 16.83-25.45 $ 27.58-37.33 Expected term in years(2) 5.50-6.25 6.25 Volatility(3) 49.43-50.87 % 48.53-49.47 % Risk-free interest rate(4) 1.7%-3.04 % 1.00%-1.44 % Expected dividend(5) 0 % 0 % (1) Equal to closing value 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 according to Staff Accounting Bulletin 110. (3) Volatility is calculated based on the historical volatility of ACM’s comparable companies 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 as ACM has no history or expectation of paying a dividend on its common stock. (6) Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 1 for details. Non-employee Awards The following table summarizes the Company’s non-employee share option activities during the nine months ended September 30, 2022: Number of Option Shares (1) Weighted Average Grant Date Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2021 2,067,018 $ 0.33 $ 0.97 3.98 Granted - - - Exercised (384,294 ) 0.21 0.52 Expired - - - Forfeited/cancelled (6,510 ) 0.19 0.43 Outstanding at September 30, 2022 1,676,214 $ 0.36 $ 1.08 3.58 Vested and exercisable at September 30, 2022 1,653,714 (1) Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 1 for details. As of September 30, 2022 and December 31, 2021, $ and $ , respectively, of total unrecognized non-employee stock-based compensation expense, net of estimated forfeitures, related to stock-based awards were expected to be recognized over a weighted-average period of years and years, respectively. Total recognized compensation cost may be adjusted for future changes in estimated forfeitures. ACM Shanghai Option Grants In January 2020, ACM Shanghai adopted a 2019 Stock Option Incentive Plan (the “Subsidiary Stock Option Plan”) that provides for, among other incentives, the granting to officers, directors, employees of options to purchase shares of ACM Shanghai’s common stock. The fair value of the stock options granted is estimated at the date of grant based on the Black-Scholes option pricing model using assumptions generally consistent with those used for ACM’s stock options. Because ACM Shanghai shares have a short history of trading on a public market, the expected volatility is estimated with reference to the average historical volatility of a group of publicly traded companies that are believed to have similar characteristics to ACM Shanghai. The following table summarizes the ACM Shanghai stock option activities during the nine months ended September 30, 2022: Number of Option Shares in ACM Shanghai Weighted Average Grant Date Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2021 5,377,500 $ 0.24 $ 2.04 2.50 years Outstanding at September 30, 2022 5,377,500 $ 0.24 $ 1.97 1.76 years Vested and exercisable at September 30, 2022 - During the three months ended September 30, 2022 and 2021, the Company recognized stock-based compensation expense of $83 and $87, respectively, and during the nine months ended September 30, 2022 and 2021, the Company recognized stock-based compensation expense of $258 and $260, respectively, related to stock option grants of ACM Shanghai. As of September 30, 2022 and December 31, 2021, $249 and $525, respectively, of total unrecognized non-employee stock-based compensation expense, net of estimated forfeitures, related to ACM Shanghai stock-based awards were expected to be recognized over a weighted-average period of 0.75 years and 1.5 years, respectively. Total recognized compensation cost may be adjusted for future changes in estimated forfeitures. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 19 – INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period during which such rates are enacted. The Company considers all available evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carry-forward periods) and projected taxable income in assessing the realizability of deferred tax assets. In making such judgments, significant weight is given to evidence that can be objectively verified. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Prior to September 30, 2019, the Company had recorded a valuation allowance for the full amount of net deferred tax assets in the United States, as the realization of deferred tax assets was uncertain. Since September 30, 2019, the Company has not maintained a valuation allowance except for a partial valuation allowance on certain U.S. deferred tax assets. In order to recognize the remaining U.S. deferred tax assets that continue to be subject to a valuation allowance, the Company will need to generate sufficient U.S. taxable income in future periods before the expiration of the deferred tax assets governed by the tax code. ACM Shanghai has shown a three-year historical cumulative profit and has projections of future income. As a result, the Company does not maintain a valuation allowance. The Company accounts for uncertain tax positions in accordance with the authoritative guidance on income taxes under which the Company may only recognize or continue to recognize tax positions that meet a more likely than not threshold. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes. The Company’s effective tax rate differs from statutory rates of 21% for U.S. federal income tax purposes and 12.5% to 25% for Chinese income tax purposes due to the effects of the valuation allowance and certain permanent differences from book-tax differences. As a result, the Company recorded income tax benefit (expense) of $(14,138) and $3,021 during the nine months ended September 30, 2022 and 2021, respectively. The increase in our effective income tax rate for the nine months ended September 30, 2022 compared to the same period of the prior year was primarily due to a new requirement to capitalize and amortize previously deductible research and experimental expenses resulting from a change in Section 174 made by the Tax Cuts and Jobs Act of 2017 (the “TCJA”) which became effective on January 1, 2022, and a decrease in discrete tax benefits associated with stock-based compensation deductions. Under the TCJA, the Company is required to capitalize, and subsequently amortize R&D expenses over fifteen years for research activities conducted outside of the U.S. The capitalization of overseas R&D expenses resulted in a significant increase in the Company’s global intangible low-taxed income inclusion. Congress is considering legislation, but legislation has not passed, that would defer the capitalization requirement to later years. As of September 30, 2022, the Company had total unrecognized tax benefits of $6,066, as compared to $6,066 and $570 as of December 31, 2021 and 2020 respectively. The significant increase in 2021 was primarily because the Company claimed a deduction for realized gains on stock option exercises for China-based employees on its Chinese tax return. As of December 31, 2021, the Company assessed that the deduction did not meet the “more likely than not” threshold given this deduction was not regular and may be subject to scrutiny by the tax authority. If recognized, The Company files income tax returns in the United States and state and foreign jurisdictions. The federal, state and foreign income tax returns are under the statute of limitations subject to tax examinations for the tax years ended December 31, 1999 through December 31, 2021. To the extent the Company has tax attribute carry-forwards, the tax years in which the attribute was generated may still be adjusted upon examination by the U.S. Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. The Company’s effective tax rate differs from statutory rates of for U.S. federal income tax purposes and to for Chinese income tax purposes due to the effects of the valuation allowance and certain permanent differences as it pertains to book-tax differences in the treatment of stock-based compensation and non-US research expenses. The Company’s PRC subsidiaries, ACM Shanghai, ACM Wuxi and Shengwei, are liable for PRC corporate income taxes at the rates of , and respectively. In 2021, ACM Shanghai was certified as an eligible integrated circuit production enterprise and is entitled to a preferential income tax rate of 12.5% from January 1, 2020 to December 31, 2022. Income tax benefit (expense) was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total income tax benefit (expense) $ (10,470 ) $ 266 $ (14,138 ) $ 3,021 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 20 – COMMITMENTS AND CONTINGENCIES The Company leases offices under non-cancelable operating lease agreements. See Note for future minimum lease payments under non-cancelable operating lease agreements with initial terms of year or more. As of the Company had of open capital commitments. Covenants in Shengwei’s Grant Contract for State-owned Construction Land Use Right in Shanghai City with the China (Shanghai) Pilot Free Trade Zone Lingang Special Area Administration require, among other things, that Shengwei pay liquidated damages in the event that (a) it does not make a total investment (including the costs of construction, fixtures, equipment and grant fees) of at least RMB 450.0 million ($63,400) or (b) within six years after the land use right is obtained, the Company does not (i) generate a minimum specified amount of annual sales of products manufactured on the granted land or (ii) pay to the PRC at least RMB 157.6 million ($22,000) in annual total taxes (including value-added taxes, corporate income tax, personal income taxes, urban maintenance and construction taxes, education surcharges, stamp taxes, and vehicle and shipping taxes) as a result of operations in connection with the granted land. As of September 30, 2022 and December 31, 2021, the Company had paid in total $23,082 and $13,265, 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. The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter. Some of these contingencies involve claims that are subject to substantial uncertainties and unascertainable damages. The Company’s management has evaluated all such proceedings and claims that existed as of September 30, 2022 or December 31, 2021. In the opinion of management, no provision for liability nor disclosure was required as of September 30, 2022 related to any claim against the Company because: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claim; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. As of September 30, 2022, the Company had no outstanding legal proceedings. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 21 – SEGMENT INFORMATION Selected disaggregated revenue information is provided in Note 3. The balance of selected long-term assets by geography as of September 30, 2022 and December 31, 2021 are presented in the following table: September 30, December 31, 2022 2021 Long-lived assets by geography: Mainland China $ 76,964 $ 71,534 South Korea 3,053 1,324 United States 20 50 Total $ 80,037 $ 72,908 |
STATUTORY SURPLUS RESERVE
STATUTORY SURPLUS RESERVE | 9 Months Ended |
Sep. 30, 2022 | |
STATUTORY SURPLUS RESERVE [Abstract] | |
STATUTORY SURPLUS RESERVE | NOTE 22 – STATUTORY SURPLUS RESERVE In accordance with the PRC’s Foreign Enterprise Law, ACM Shanghai, ACM Shengwei, and ACM Wuxi are required to make appropriation to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income in accordance with generally accepted accounting principles of PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entities’ registered capital. The amount is calculated annually at the end of each calendar year. The balances of statutory reserve funds were $8,312 as of September 30, 2022 and December 31, 2021, and are presented as statutory reserve on the Company’s condensed consolidated balance sheets. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of ACM and its subsidiaries, including ACM Shanghai and its subsidiaries, which include ACM Wuxi, ACM Shengwei, ACM Beijing, and CleanChip (the subsidiaries of which include ACM California and ACM Korea). ACM’s subsidiaries are those entities in which ACM, directly 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 accounting principles generally accepted in the United States of America (“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, 2021 included in ACM’s Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying condensed consolidated balance sheet as of September 30, 2022, condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 and 2021, condensed consolidated statements of changes in equity for the three and nine months ended September September September September Common Stock Split Unless otherwise indicated, all prior period share and per share amounts, common stock, other capital, and retained earnings information presented in the accompanying financial statements and these notes thereto has been retroactively adjusted to reflect the impact of the Stock Split (Note 1). Proportional adjustments were also made to outstanding awards under the Company’s stock-based compensation plans. |
Reclassification | Reclassification Certain prior year amounts related to related party transactions have been reclassified to conform to the current year presentation. Also, a portion of the prior period balance for retained earnings on the Company’s consolidated balance sheet as of December 31, 2021 has been reclassified to Statutory surplus reserve to conform to the current period presentation. These reclassifications did not have a material impact on the previously reported financial statements. |
New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers | New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers Substantially all of ACM Shanghai’s customers and a significant portion of its operations are based in the PRC. In 2021, 48.9% of our revenue was derived from two customers: Shanghai Huali Microelectronics Corporation, together with Huahong Semiconductor Ltd., collectively known as The Shanghai Huahong (Group) Company, Ltd., or The Huali Huahong Group, a leading PRC-based foundry, accounted for 28.1% of our revenue; and Yangtze Memory Technologies Co., Ltd., a leading PRC-based memory chip company, together with one of its subsidiaries, accounted for 20.8% of our revenue; In 2020, 75.8% of our revenue was derived from three customers: The Huali Huahong Group accounted for 36.9% of our revenue; Yangtze Memory Technologies Co., Ltd., together with one of its subsidiaries, accounted for 26.8% of our revenue; and Semiconductor Manufacturing International Corporation, a leading PRC-based foundry, accounted for 12.1% of our revenue. In early October, 2022, the U.S. government enacted new rules aimed at restricting U.S. support for the PRC’s ability to manufacture advanced semiconductors. The rules include new export license requirements for exports to the PRC of additional types of semiconductor manufacturing items and items for use in manufacturing designated types of semiconductor manufacturing equipment in the PRC, as well as new restrictions in connection with the supply of semiconductor manufacturing equipment to certain IC manufacturing and development facilities in the PRC. In addition, U.S. persons are effectively barred from engaging in certain activities related to the development and production of certain semiconductors in China, even if no items subject to the EAR are involved. These rules may impact the supply of some items sourced from the U.S. or that are otherwise subject to control under the EAR in connection with the manufacture and supply of ACM Shanghai tools meeting certain characteristics or intended for certain customers. As such, these new rules may directly impact ACM Shanghai’s ability to meet its future production plans, or indirectly impact the spending plans of ACM Shanghai’s customer base. Also as part of the recent October 2022 actions, Yangtze Memory Technologies Co., Ltd. (YMTC), a leading PRC memory chip company was added to the Unverified List of the EAR alongside a number of other Chinese entities. The Unverified List identifies parties for whom BIS has been unable to confirm their bona fides (i.e., legitimacy and reliability about the end-use and end-user of items subject to the EAR). Entities listed on the Unverified List are ineligible to receive items subject to the EAR by means of a license exception if a U.S. export license is required. Challenges faced by YMTC and its key suppliers as a result of the listing could indirectly impact YMTC’s demand for, or ACM Shanghai’s ability to supply, ACM Shanghai products. ACM and ACM Shanghai are evaluating the potential direct impact of the regulations, including potential required modifications to their business policies and practices in the PRC, and any expected changes in the capital spending plans of ACM Shanghai’s customer base. |
Use of Estimates | 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, the valuation and recognition of fair value of trading securities, stock-based compensation arrangements, realization of deferred tax assets, assessment for impairment of long-lived assets, allowance for doubtful accounts, inventory valuation, depreciable 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash The following table presents cash and cash equivalents, according to jurisdiction as of September 30, 2022 and December 31, 2021: September 30, December 31, 2022 2021 United States $ 27,796 $ 34,852 Mainland China 216,116 469,494 China Hong Kong 78,398 52,527 South Korea 13,964 5,675 Singapore 1 - Total $ 336,275 $ 562,548 The amounts in mainland China do not include short-term and long-term time deposits which totaled $136,576 and $0 at September 30, 2022 and December 31, 2021, respectively. Cash held in the U.S. exceeds the Federal Deposit Insurance Corporation (“FDIC”) insurance limits and is subject to risk of loss. No losses have been experienced to date. For cash amounts held by ACM Shanghai at PRC banks in mainland China are subject to a series of risk control regulatory standards from PRC bank regulatory authorities. ACM Shanghai is required to obtain approval from the State Administration of Foreign Exchange (“SAFE”) to transfer funds into or out of the PRC. SAFE requires a valid agreement to approve the transfers, which are processed through a bank. Other than these PRC foreign exchange restrictions, ACM Shanghai is not subject to any PRC restrictions and limitations on its ability to transfer funds to ACM Research or among our other subsidiaries. However, cash held by ACM Shanghai in mainland China does exceed applicable insurance limits and is subject to risk of loss, although no such losses have been experienced to date. ACM California periodically procures goods and services on behalf of ACM Shanghai. For these transactions, ACM Shanghai makes cash payments to ACM California in accordance with applicable transfer pricing arrangements. For the nine months ended September 30, 2022, cash payments from ACM Shanghai to ACM California for the procurement of goods and services were $24.6 million and $1.6 million, respectively. ACM California periodically borrows funds for working capital advances from its direct parent, CleanChip. ACM California repays these intercompany loans in accordance with their terms. For sales through CleanChip and ACM Research, a certain amount of sales proceeds is repatriated back to ACM Shanghai in accordance with applicable transfer pricing arrangements in the ordinary course of business. Subsequent to June 30, 2020, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, no cash transfers, dividends or other payments or distributions have been made between the ACM Research and ACM Shanghai. We intend to retain any future earnings to finance the operations and expenses of our business, and we do not expect to distribute earnings or declare or pay any dividends in the foreseeable future. Amounts held in South Korea exceed the Korea Deposit Insurance Corporation (“KDIC”) insurance limits and is subject to risk of loss. No losses have been experienced to date. There is no additional restriction for the transfer of cash from bank accounts in the U.S., South Korea, and Hong Kong. For sales through CleanChip and ACM Research, a certain amount of sales proceeds is repatriated back to ACM Shanghai in accordance with the transfer pricing arrangements in the ordinary course of business. For the nine months ended September 30, 2022 and 2021, no transfers, dividends, or distributions have been made between ACM Research and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock. |
Time Deposits | Time Deposits Time deposits are deposited with banks in mainland China with fixed periods and interest rates which cannot be withdrawn before maturity. They are also subject to the risk control regulatory standards described above upon maturity. September 30, December 31, 2022 2021 Deposit in China Merchant Bank which will mature on January 29, 2023 2.25 $ 38,016 $ - Deposit in China Everbright Bank which will mature on January 29, 2023 2.25 14,080 - Deposit in China Industrial Bank which will mature on January 30, 2023 2.15 14,080 - Deposit in China Merchant Bank which will mature on January 29, 2024 2.85 28,160 - Deposit in Bank of Ningbo which will mature on February 17, 2024 with an annual interest rate of 2.85% 42,240 - $ 136,576 $ - For the three and nine months ended September 30, 2022, respectively, interest income related to time deposits was $929 and $2,468, respectively. |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist of capitalized software license and other related fees for items used for finance, manufacturing, and research and development purposes. Assets are valued at cost at the time of acquisition and are amortized over their beneficial periods. If a contract specifies a license period, then the intangible asset is amortized over a term not exceeding the license period. For those intangible assets with contracts that do not specify a license term or for which local law does not specify a license term, management estimates the amortization period based on the period over which the asset is expected to contribute directly or indirectly to the cash flows in accordance with ASC 350, Intangibles—Goodwill and Other |
Revenue Recognition | Revenue Recognition The Company derives revenue principally from the sale of semiconductor capital equipment. Revenue from contracts with customers is recognized using the following five steps pursuant ASC Topic 606, Revenue from Contracts with Customers 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) the entity satisfies a performance obligation. A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services. The unit of account for revenue recognition is a performance obligation (a good or service). A contract may contain one or more performance obligations. Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise, performance obligations are combined with other promised goods or services until the Company identifies a bundle of goods or services that is distinct. Promises in contracts which do not result in the transfer of a good or service are not performance obligations, as well as those promises that are administrative in nature, or are immaterial in the context of the contract. The Company has addressed whether various goods and services promised to the customer represent distinct performance obligations. The Company applied the guidance of ASC Topic 606 in order to verify which promises should be assessed for classification as distinct performance obligations. The Company’s performance obligations in connection with a sale of equipment generally include production, delivery and installation, together with the provision of a warranty. Given that the Company’s products are customized based on specifications of its customers, the Company determines that the promise to the customer is to provide a customized product solution. The product and customization services are inputs into the combined item for which the customer has contracted and, as a result, the product and installation services are not separately identifiable and are combined into a single performance obligation. Delivery of goods to a customer is not a separate performance obligation since control of the goods normally does not transfer to the customer before shipment. The Company’s warranties provide assurance that its products will function as expected and in accordance with certain specifications. The Company’s warranties are intended to safeguard the customer against existing defects and do not provide any incremental service to the customer. They are not separate performance obligations and accounted for under ASC 460, Guarantees The transaction price is allocated to all the separate performance obligations in an arrangement. It reflects the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services, which may include an estimate of variable consideration to the extent that it is probable of not being subject to significant reversals in the future based on the Company’s experience with similar arrangements. The transaction price excludes amounts collected on behalf of third parties, such as sales taxes. This is done on a relative selling price basis using standalone selling prices (“SSP”). The SSP represents the price at which the Company would sell that good or service on a standalone basis at the inception of the contract. Given the requirement for establishing SSP for all performance obligations, if the SSP is directly observable through standalone sales, then such sales should be considered in the establishment of the SSP for the performance obligation. For some sale contracts, in addition to the sale of semiconductor capital equipment, the Company also provides certain spare parts to the customers. The Company defers revenue associated with spare parts sold together with its tool products, including production, delivery, installation and warranty which are accounted for as one performance obligation, Revenue is recognized when the Company satisfies each performance obligation by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time (upon the acceptance of the products or upon the arrival at the destination as stipulated in the shipment terms) in a sale arrangement. In general, the Company recognizes revenue when a tool has been demonstrated to meet the customer’s predetermined specifications and is accepted by the customer. If terms of the sale provide for a lapsing customer acceptance period, the Company recognizes revenue as of the earlier of the expiration of the lapsing acceptance period and customer acceptance. In the following circumstances, however, the Company recognizes revenue upon shipment or delivery, when legal title to the tool is passed to a customer as follows: ● When the customer has previously accepted the same tool with the same specifications and the Company can objectively demonstrate that the tool meets all of the required acceptance criteria; ● When the sales contract or purchase order contains no acceptance agreement or lapsing acceptance provision and the Company can objectively demonstrate that the tool meets all of the required acceptance criteria; ● When the customer withholds acceptance due to issues unrelated to product performance, in which case revenue is recognized when the system is performing as intended and meets predetermined specifications; or ● When the Company’s sales arrangements do not include a general right of return. The Company offers maintenance services, which consist principally of the installation and replacement of parts and small-scale modifications to the equipment. The related revenue and costs of revenue are recognized when parts have been delivered and installed and the customers have obtained control of the parts. The Company incurs costs related to the acquisition of its contracts with customers in the form of sales commissions. Sales commissions are paid to third party representatives and distributors. Contractual agreements with these parties outline commission structures and rates to be paid. Generally speaking, the contracts are all individual procurement decisions by the customers and are not for significant periods of time, nor do they include renewal provisions. As such, all contracts have an economic life of significantly less than a year. Accordingly, the Company expenses sales commissions when incurred. These costs are recorded within sales and marketing expenses. The Company, therefore, does not have contract assets. The Company does not incur any costs to fulfill the contracts with customers that are not already reported in compliance with another applicable standard (for example, inventory or plant, property and equipment). The Company receives payments from customers prior to the transfer of control either upon contract sign-off and/or the delivery of evaluation tools, which are recorded as advances from customers. |
Basic and Diluted Net Income per Common Share | Basic and Diluted Net Income per Common Share Basic and diluted net income per common share are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income $ 27,076 $ 11,150 $ 36,381 $ 24,306 Less: Net income attributable to non-controlling interests 6,072 995 8,927 2,114 Net income available to common stockholders, basic $ 21,004 $ 10,155 $ 27,454 $ 22,192 Less: Dilutive effect arising from stock-based awards by ACM Shanghai 321 - 465 - Net income available to common stockholders, diluted $ 20,683 $ 10,155 $ 26,989 $ 22,192 Weighted average shares outstanding, basic (1) 59,360,790 58,267,638 59,123,895 57,340,059 Effect of dilutive securities 6,251,875 7,859,910 6,505,378 7,850,961 Weighted average shares outstanding, diluted 65,612,665 66,127,548 65,629,273 65,191,020 Net income per common share: Basic $ 0.35 $ 0.17 $ 0.46 $ 0.39 Diluted $ 0.32 $ 0.15 $ 0.41 $ 0.34 (1) Prior period results have been adjusted to reflect the three ACM Research has been authorized to issue Class A and Class B common stock since redomesticating in Delaware in November The classes of common stock are substantially identical in all material respects, except for voting rights. Since ACM Research and nine months ended September or the net income per common share attributable to each class is the same under the “ -class” method. As such, the classes of common stock have been presented on a combined basis in the condensed consolidated statements of operations and comprehensive income (loss) and in the above computation of net income per common share. Diluted net income per common share reflects the potential dilution from securities, including stock options and issued warrants, that could share in ACM Research Research months ended September |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, time deposits, and accounts receivable. The Company deposits and invests its cash with financial institutions that management believes are creditworthy. The Company is potentially subject to concentrations of credit risks in its accounts receivable. For the three months ended September 30, 2022 and 2021, three customers accounted for 61.4% and three customers accounted for 77.1% of revenue, respectively. For the nine months ended September 30, 2022 and 2021, three customers accounted for 50.1% and three customers accounted for 65.6% of revenue, respectively. As of September 30, 2022 and December 31, 2021, two customers accounted for 56.1% and two customers accounted for 53.8%, respectively, of the Company’s accounts receivables. The Company believes that the receivable balances from these largest customers do not represent a significant credit risk based on past collection experience. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In November 2019, the FASB issued ASU 2019-10, Financial Instruments Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. Derivatives and Hedging (Topic 815) Leases (Topic 842) since January 1, 2019. |
DESCRIPTION OF BUSINESS (Tables
DESCRIPTION OF BUSINESS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF BUSINESS [Abstract] | |
Direct or Indirect Interests of Subsidiaries | The Company has direct or indirect interests in the following subsidiaries: Effective interest held as at September 30, December 31, Name of subsidiaries Place and date of incorporation 2022 2021 ACM Research (Shanghai), Inc. PRC, May 2005 82.5 % 82.5 % ACM Research (Wuxi), Inc. PRC, July 2011 82.5 % 82.5 % CleanChip Technologies Limited Hong Kong, June 2017 82.5 % 82.5 % ACM Research Korea CO., LTD. Korea, December 2017 82.5 % 82.5 % Shengwei Research (Shanghai), Inc. PRC, March 2019 82.5 % 82.5 % ACM Research (CA), Inc. USA, April 2019 82.5 % 82.5 % ACM Research (Cayman), Inc. Cayman Islands, April 2019 100.0 % 100.0 % ACM Research (Singapore) PTE. Ltd. Singapore, August 2021 100.0 % 100.0 % ACM Research (Beijing), Inc. PRC, February 2022 82.5 % — Hanguk ACM CO., LTD. Korea, March 2022 100.0 % — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Cash and Cash Equivalents | The following table presents cash and cash equivalents, according to jurisdiction as of September 30, 2022 and December 31, 2021: September 30, December 31, 2022 2021 United States $ 27,796 $ 34,852 Mainland China 216,116 469,494 China Hong Kong 78,398 52,527 South Korea 13,964 5,675 Singapore 1 - Total $ 336,275 $ 562,548 |
Summary of Time Deposits | September 30, December 31, 2022 2021 Deposit in China Merchant Bank which will mature on January 29, 2023 2.25 $ 38,016 $ - Deposit in China Everbright Bank which will mature on January 29, 2023 2.25 14,080 - Deposit in China Industrial Bank which will mature on January 30, 2023 2.15 14,080 - Deposit in China Merchant Bank which will mature on January 29, 2024 2.85 28,160 - Deposit in Bank of Ningbo which will mature on February 17, 2024 with an annual interest rate of 2.85% 42,240 - $ 136,576 $ - |
Basic and Diluted Net Income per Common Share | Basic and diluted net income per common share are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income $ 27,076 $ 11,150 $ 36,381 $ 24,306 Less: Net income attributable to non-controlling interests 6,072 995 8,927 2,114 Net income available to common stockholders, basic $ 21,004 $ 10,155 $ 27,454 $ 22,192 Less: Dilutive effect arising from stock-based awards by ACM Shanghai 321 - 465 - Net income available to common stockholders, diluted $ 20,683 $ 10,155 $ 26,989 $ 22,192 Weighted average shares outstanding, basic (1) 59,360,790 58,267,638 59,123,895 57,340,059 Effect of dilutive securities 6,251,875 7,859,910 6,505,378 7,850,961 Weighted average shares outstanding, diluted 65,612,665 66,127,548 65,629,273 65,191,020 Net income per common share: Basic $ 0.35 $ 0.17 $ 0.46 $ 0.39 Diluted $ 0.32 $ 0.15 $ 0.41 $ 0.34 (1) Prior period results have been adjusted to reflect the three |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS [Abstract] | |
Disaggregated Revenue Information | The Company assesses revenues based upon the nature or type of goods or services it provides and the geographic location of the related businesses. The following tables present disaggregated revenue information: Three Months Ended , Nine September 30 2022 2021 2022 2021 Single wafer cleaning, Tahoe and semi-critical cleaning equipment $ 99,720 $ 49,448 $ 198,336 $ 127,322 ECP (front-end and packaging), furnace and other technologies 24,521 8,200 57,269 13,750 Advanced packaging (excluding ECP), services & spares 9,468 9,365 24,685 23,537 Total Revenue By Product Category $ 133,709 $ 67,013 $ 280,290 $ 164,609 Wet-cleaning and other front-end processing tools $ 117,941 $ 49,448 $ 229,195 $ 127,322 Advanced packaging, other processing tools, services and spares 15,768 17,565 51,095 37,287 Total Revenue Fron t-end $ 133,709 $ 67,013 $ 280,290 $ 164,609 Three Months Ended , Nine September 30 2022 2021 2022 2021 Mainland China $ 131,180 $ 66,887 $ 273,585 $ 164,319 Other Regions 2,529 126 6,705 290 $ 133,709 $ 67,013 $ 280,290 $ 164,609 |
Accounts Receivables and Contract Liabilities | Below are the accounts receivables and contract liabilities balances as of: September 30, December 31, 2022 2021 Accounts receivable $ 188,341 $ 105,553 Advances from customers 136,610 52,824 Deferred revenue 4,911 3,180 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
ACCOUNTS RECEIVABLE [Abstract] | |
Accounts Receivable | A ccounts receivable consisted of the followin September 30, December 31, 2022 2021 Accounts receivable $ 188,341 $ 105,553 Less: Allowance for doubtful accounts - - Total $ 188,341 $ 105,553 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
INVENTORIES [Abstract] | |
Inventories | Inventories consisted of the following: September 30, December 31, 2022 2021 Raw materials $ 145,071 $ 90,552 Work-in-process 73,533 35,840 Finished goods 109,188 91,724 Total inventory $ 327,792 $ 218,116 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY, PLANT AND EQUIPMENT, NET [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following: September 30, December 31, 2022 2021 Buildings and plants $ 37,168 $ - Manufacturing equipment 8,060 7,973 Office equipment 3,410 2,012 Transportation equipment 193 217 Leasehold improvement 6,448 4,134 Total cost 55,279 14,336 Less: Total accumulated depreciation and amortization (8,511 ) (5,900 ) Construction in progress 19,702 5,606 Total property, plant and equipment, net $ 66,470 $ 14,042 |
LAND USE RIGHT, NET (Tables)
LAND USE RIGHT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
LAND USE RIGHT, NET [Abstract] | |
Land Use Rights | A summary of land use right is as follows: September 30, December 31, 2022 2021 Land use right purchase amount $ 8,950 $ 9,966 Less: accumulated amortization (403 ) (299 ) Land use right, net $ 8,547 $ 9,667 |
Annual Amortization of Land Use Right | The annual amortization of land use right for each of the next five years is as follows: Year ending December 31, remainder of 2022 $ 50 2023 200 2024 200 2025 200 2026 200 |
OTHER LONG-TERM ASSETS (Tables)
OTHER LONG-TERM ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
OTHER LONG-TERM ASSETS [Abstract] | |
Other Long-term Assets | Other long-term assets consisted of the following: September 30, December 31, 2022 2021 Prepayment for property - Lingang $ - $ 42,111 Prepayment for property, plant and equipment and other non-current assets 240 440 Prepayment for property - lease deposit 385 429 Security deposit for land use right 694 773 Others 1,054 1,264 Total other long-term assets $ 2,373 $ 45,017 |
SHORT-TERM BORROWINGS (Tables)
SHORT-TERM BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SHORT-TERM BORROWINGS [Abstract] | |
Short-Term Borrowings | Short-term borrowings consisted of the following: September 30, December 31, 2022 2021 Line of credit up to RMB 100,000 1)due on June 7,2022 with an annual interest rate of 2.7 June 7, 2022 $ - $ 4,616 Line of credit up to RMB 150,000 from China Everbright Bank, 1)due on October 21,2022 with annual interest rate of 1.95% and fully repaid on September 27, 2022. - 3,407 2)due on August 17,2023 with an annual interest rate of 3.40%. 8,448 - 3)due on September 1,2023 with an annual interest rate of 3.60%. 8,448 - Line of credit up to RMB 100,000 from Bank of Communications, 1)due on October 25,2022 with an annual interest rate of 3.85 July 1, 2022 - 1,568 2)due on August 11,2023 with an annual interest rate of 3.60 8,448 - 3)due on September 5,2023 with an annual interest rate of 3.50 5,632 - Line of credit up to RMB 40,000 from Bank of China, 1)due on August 26,2023 with an annual interest rate of 3.15 5,632 - Line of credit up to RMB 100,000 from China Merchants Bank, 1)due on July 21,2023 with an annual interest rate of 3.50 1,267 - 2)due on July 27,2023 with an annual interest rate of 3.50 1,267 - 3)due on August 1,2023 with an annual interest rate of 3.50 1,267 - 4)due on August 3,2023 with an annual interest rate of 3.50 1,267 - 5)due on August 7,2023 with an annual interest rate of 3.50 1,267 - 6)due on August 14,2023 with an annual interest rate of 3.50 1,267 - 7)due on August 15,2023 with an annual interest rate of 3.50 1,268 - 8)due on August 21,2023 with an annual interest rate of 3.50 986 - 9)due on August 28,2023 with an annual interest rate of 3.50 1,267 - 10)due on September 13,2023 with an annual interest rate of 3.50 1,267 - 11)due on September 20,2023 with an annual interest rate of 3.50 1,267 - 12)due on September 29,2023 with an annual interest rate of 3.50 423 - Total $ 50,688 $ 9,591 (1) Guaranteed by CleanChip |
OTHER PAYABLES AND ACCRUED EX_2
OTHER PAYABLES AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
OTHER PAYABLES AND ACCRUED EXPENSES [Abstract] | |
Other Payables and Accrued Expenses | Other payables and accrued expenses consisted of the following: September 30, December 31, 2022 2021 Accrued commissions $ 13,007 $ 12,507 Accrued warranty 8,543 6,631 Accrued payroll 6,892 5,684 Accrued professional fees 73 785 Accrued machine testing fees 1,105 149 Others 10,661 5,979 Total $ 40,281 $ 31,735 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
LEASES [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: Three Months Ended September 30, Nine September 30 2022 2021 2022 2021 Operating lease cost $ 776 $ 632 $ 2,133 $ 1,807 Short-term lease cost 162 105 550 258 Lease cost $ 938 $ 737 $ 2,683 $ 2,065 |
Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows: Three Months Ended September 30, Nine September 30 2022 2021 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 938 $ 737 $ 2,683 $ 2,065 |
Maturities of Outstanding Lease Liabilities for Operating Leases | As of September 30, 2022, maturities of outstanding lease liabilities for all operating leases were as follows: December 31, remainder of 2022 $ 412 2023 1,303 2024 959 2025 61 2026 43 2027 8 Total lease payments $ 2,786 Less: Interest (139 ) Present value of lease liabilities $ 2,647 |
Weighted Average Remaining Lease Terms and Discount Rates for Operating Leases | The weighted average remaining lease terms and discount rates for all operating leases were as follows: September 30, December 31, 2022 2021 Remaining lease term and discount rate: Weighted average remaining lease term (years) 1.97 1.37 Weighted average discount rate 4.27 % 4.54 % |
LONG-TERM BORROWINGS (Tables)
LONG-TERM BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
LONG-TERM BORROWINGS [Abstract] | |
Long-Term Borrowings | L ong-term borrowings consisted of the following: September 30, December 31, 2022 2021 Loan from China Merchants Bank $ 15,368 $ 18,390 Loans from Bank of China 5,702 6,977 Less: Current portion (2,260 ) (2,410 ) $ 18,810 $ 22,957 |
Principal Payments for Outstanding Long-Term Loan | Scheduled principal payments for the outstanding long-term loan as of September 30 are as follows: Year ending December 31 2022 $ 471 2023 2,277 2024 6,707 2025 1,778 2026 1,849 Thereafter 7,988 $ 21,070 |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
OTHER LONG-TERM LIABILITIES [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities represent government subsidies received from PRC governmental authorities for development and commercialization of certain technology but not yet recognized. Other long-term liabilities consisted of the following unearned government subsidies: September 30, December 31, 2022 2021 Subsidies to Stress Free Polishing project, commenced in 2008 and 2017 $ 372 $ 791 Subsidies to Electro Copper Plating project, commenced in 2014 123 160 Subsidies to other cleaning tools, commenced in 2020 882 1,014 Subsidies to SW Lingang R&D development in 2021 4,824 5,958 Other 459 524 Total $ 6,660 $ 8,447 |
LONG-TERM INVESTMENT (Tables)
LONG-TERM INVESTMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
LONG-TERM INVESTMENT [Abstract] | |
Long-Term Investment | The Company treats each equity investment in the consolidated financial statements under the equity method and they are classified as long-term investments. Under the equity method, an investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). Thereafter, the investment is adjusted for the post incorporation change in the Company’s share of the investee’s net assets and any impairment loss relating to the investment. The Company concluded that the investments were not impaired and did not record any impairment charges related to the investments for any prior periods. September 30 December 31, Equity investee: 2022 2021 Ninebell $ 4,447 $ 3,051 Wooil 1,014 - Shengyi 510 211 Hefei Shixi 6,963 7,864 Subtotal 12,934 11,126 Other investee: Waferworks 1,408 1,568 Nuode Asset Fund 4,196 - Total $ 18,538 $ 12,694 |
TRADING SECURITIES (Tables)
TRADING SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
TRADING SECURITIES [Abstract] | |
Components of Trading Securities | The components of trading securities were as follows: September 30, December 31, 2022 2021 Trading securities listed in Shanghai Stock Exchange Cost $ 10,295 $ 15,363 Market value 14,164 29,498 |
Unrealized Gain (Loss) on Trading Securities | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) (in thousands) Unrealized gain (loss) on trading securities $ (5,281 ) $ (919 ) $ (9,562 ) $ 1,817 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY BALANCES AND TRANSACTIONS [Abstract] | |
Related Party Balances and Transactions | The following tables reflect related party transactions in our condensed consolidated financial statements: September 30, December 31, Advances to related party 2022 2021 Ninebell $ 5,158 $ 2,383 September 30, December 31, Accounts payable 2022 2021 Ninebell $ 4,333 $ 5,703 Shengyi 2,256 2,196 Total $ 6,589 $ 7,899 Three Months Ended , Nine Months Ended , Purchase of materials 2022 2021 2022 2021 Ninebell $ 9,834 $ 7,455 $ 27,500 $ 21,833 Shengyi 2,298 1,108 3,760 1,753 Total $ 12,132 $ 8,563 $ 31,260 $ 23,586 Three Months Ended September 30, Nine Months Ended September 30, Service fee charged by 2022 2021 2022 2021 Shengyi $ 277 $ 144 $ 315 $ 403 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation [Abstract] | |
Components of Stock-based Compensation Expense | The following table summarizes the components of stock-based compensation expense included in the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock-Based Compensation Expense: Cost of revenue $ 130 $ 108 $ 383 $ 289 Sales and marketing expense 349 417 1,277 1,400 Research and development expense 666 293 1,733 801 General and administrative expense 748 460 1,843 1,333 $ 1,893 $ 1,278 $ 5,236 $ 3,823 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock-based compensation expense by type: Employee stock option plan $ 1,798 $ 1,179 $ 4,943 $ 3,481 Non-employee stock option plan 12 12 35 82 Subsidiary stock option plan 83 87 258 260 $ 1,893 $ 1,278 $ 5,236 $ 3,823 |
Assumptions Used to Determine Fair Value of Options Granted | The fair value of options granted to employees with a is estimated on the grant date using the Black-Scholes valuation with following assumptions: Nine Months Ended Year-ended September 30, December 31, 2022 2021 (6) Fair value of common share(1) $ 16.83-25.45 $ 27.58-37.33 Expected term in years(2) 5.50-6.25 6.25 Volatility(3) 49.43-50.87 % 48.53-49.47 % Risk-free interest rate(4) 1.7%-3.04 % 1.00%-1.44 % Expected dividend(5) 0 % 0 % (1) Equal to closing value 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 according to Staff Accounting Bulletin 110. (3) Volatility is calculated based on the historical volatility of ACM’s comparable companies 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 as ACM has no history or expectation of paying a dividend on its common stock. (6) Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 1 for details. |
Employee Share Option [Member] | |
Stock-Based Compensation [Abstract] | |
Summary of Share Option Activities | The following table summarizes the Company’s employee share option activities during the nine months ended September 30, 2022: Number of Weighted Average Grant Date Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2021 8,402,247 $ 2.45 $ 5.88 6.53 years Granted 1,653,300 10.31 22.41 Exercised (379,290 ) 1.13 2.83 Forfeited/cancelled (229,650 ) 11.61 25.51 Outstanding at September 30, 2022 9,446,607 $ 3.66 $ 8.42 6.39 years Vested and exercisable at September 30, 2022 6,118,215 (1) Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 1 for details. |
Employee Share Option [Member] | ACM Shanghai [Member] | |
Stock-Based Compensation [Abstract] | |
Summary of Share Option Activities | The following table summarizes the ACM Shanghai stock option activities during the nine months ended September 30, 2022: Number of Option Shares in ACM Shanghai Weighted Average Grant Date Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2021 5,377,500 $ 0.24 $ 2.04 2.50 years Outstanding at September 30, 2022 5,377,500 $ 0.24 $ 1.97 1.76 years Vested and exercisable at September 30, 2022 - |
Non-Employee Stock Option [Member] | |
Stock-Based Compensation [Abstract] | |
Summary of Share Option Activities | The following table summarizes the Company’s non-employee share option activities during the nine months ended September 30, 2022: Number of Option Shares (1) Weighted Average Grant Date Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2021 2,067,018 $ 0.33 $ 0.97 3.98 Granted - - - Exercised (384,294 ) 0.21 0.52 Expired - - - Forfeited/cancelled (6,510 ) 0.19 0.43 Outstanding at September 30, 2022 1,676,214 $ 0.36 $ 1.08 3.58 Vested and exercisable at September 30, 2022 1,653,714 (1) Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 1 for details. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES [Abstract] | |
Income Tax Benefit (Expense) | Income tax benefit (expense) was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total income tax benefit (expense) $ (10,470 ) $ 266 $ (14,138 ) $ 3,021 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SEGMENT INFORMATION [Abstract] | |
Long-Lived Assets by Geography | The balance of selected long-term assets by geography as of September 30, 2022 and December 31, 2021 are presented in the following table: September 30, December 31, 2022 2021 Long-lived assets by geography: Mainland China $ 76,964 $ 71,534 South Korea 3,053 1,324 United States 20 50 Total $ 80,037 $ 72,908 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2021 USD ($) shares | Mar. 31, 2022 | Sep. 30, 2022 shares | Dec. 31, 2019 USD ($) | Mar. 16, 2022 shares | Dec. 31, 2021 shares | Nov. 30, 2021 ¥ / shares shares | Sep. 30, 2020 | Nov. 08, 2017 | Aug. 31, 2017 | |
Description of Business [Abstract] | ||||||||||
Stock split ratio | 3 | |||||||||
Class A Common Stock [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Stock split ratio | 3 | |||||||||
Additional shares reserved for issuance as dividends (in shares) | 2 | |||||||||
Common stock, shares outstanding (in shares) | 54,373,515 | 53,608,929 | ||||||||
Class B Common Stock [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Stock split ratio | 3 | |||||||||
Additional shares reserved for issuance as dividends (in shares) | 2 | |||||||||
Common stock, shares outstanding (in shares) | 5,086,812 | 5,087,814 | ||||||||
ACM Research (Shanghai), Inc. [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Purchase of equity interest percentage | 8.30% | 18.36% | 18.77% | |||||||
Name of subsidiaries | ACM Research (Shanghai), Inc. | |||||||||
Place and date of incorporation | PRC, May 2005 | |||||||||
Effective interest held as at | 82.50% | 82.50% | ||||||||
ACM Research (Shanghai), Inc. [Member] | IPO [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Offering of shares (in shares) | 43,355,753 | |||||||||
Percentage amount of shares offered from shares outstanding | 10% | |||||||||
Common stock, shares outstanding (in shares) | 433,557,100 | |||||||||
Share price (in RMB per share) | ¥ / shares | ¥ 85 | |||||||||
Gross proceeds of stock issuance | $ | $ 545,512 | |||||||||
Percentage of shares owned by Company after stock issuance | 82.50% | |||||||||
ACM Research (Wuxi), Inc. [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Name of subsidiaries | ACM Research (Wuxi), Inc. | |||||||||
Place and date of incorporation | PRC, July 2011 | |||||||||
Effective interest held as at | 82.50% | 82.50% | ||||||||
CleanChip Technologies Limited [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Proceeds from sale of interest in subsidiary | $ | $ 3,500 | |||||||||
Name of subsidiaries | CleanChip Technologies Limited | |||||||||
Place and date of incorporation | Hong Kong, June 2017 | |||||||||
Effective interest held as at | 82.50% | 82.50% | ||||||||
ACM Research Korea CO., LTD [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Name of subsidiaries | ACM Research Korea CO., LTD. | |||||||||
Place and date of incorporation | Korea, December 2017 | |||||||||
Effective interest held as at | 82.50% | 82.50% | ||||||||
Shengwei Research (Shanghai), Inc. [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Purchase of equity interest percentage | 91.70% | |||||||||
Name of subsidiaries | Shengwei Research (Shanghai), Inc. | |||||||||
Place and date of incorporation | PRC, March 2019 | |||||||||
Effective interest held as at | 82.50% | 82.50% | ||||||||
ACM Research (CA), Inc. [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Name of subsidiaries | ACM Research (CA), Inc. | |||||||||
Place and date of incorporation | USA, April 2019 | |||||||||
Effective interest held as at | 82.50% | 82.50% | ||||||||
ACM Research (Cayman), Inc. [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Name of subsidiaries | ACM Research (Cayman), Inc. | |||||||||
Place and date of incorporation | Cayman Islands, April 2019 | |||||||||
Effective interest held as at | 100% | 100% | ||||||||
ACM Research (Singapore) PTE, Ltd. [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Name of subsidiaries | ACM Research (Singapore) PTE. Ltd. | |||||||||
Place and date of incorporation | Singapore, August 2021 | |||||||||
Effective interest held as at | 100% | 100% | ||||||||
ACM Research (Beijing), Inc. [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Name of subsidiaries | ACM Research (Beijing), Inc. | |||||||||
Place and date of incorporation | PRC, February 2022 | |||||||||
Effective interest held as at | 82.50% | 0% | ||||||||
Hanguk ACM CO., LTD. [Member] | ||||||||||
Description of Business [Abstract] | ||||||||||
Name of subsidiaries | Hanguk ACM CO., LTD. | |||||||||
Place and date of incorporation | Korea, March 2022 | |||||||||
Effective interest held as at | 100% | 0% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] - Customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Two Customers [Member] | ||||||
New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers [Abstract] | ||||||
Number of major customers | 2 | |||||
Concentration of credit risk | 48.90% | |||||
Three Customers [Member] | ||||||
New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers [Abstract] | ||||||
Number of major customers | 3 | 3 | 3 | 3 | 3 | |
Concentration of credit risk | 61.40% | 77.10% | 50.10% | 65.60% | 75.80% | |
The Huali Huahong Group [Member] | Two Customers [Member] | ||||||
New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers [Abstract] | ||||||
Concentration of credit risk | 28.10% | |||||
The Huali Huahong Group [Member] | Three Customers [Member] | ||||||
New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers [Abstract] | ||||||
Concentration of credit risk | 36.90% | |||||
Yangtze Memory Technologies Co., [Member] | Two Customers [Member] | ||||||
New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers [Abstract] | ||||||
Concentration of credit risk | 20.80% | |||||
Yangtze Memory Technologies Co., [Member] | Three Customers [Member] | ||||||
New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers [Abstract] | ||||||
Concentration of credit risk | 26.80% | |||||
Semiconductor Manufacturing International Corporation [Member] | Three Customers [Member] | ||||||
New Restrictions by U.S. Department of Commerce for PRC-based Semiconductor Producers [Abstract] | ||||||
Concentration of credit risk | 12.10% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, COVID-19 Assessment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) Tools | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
COVID-19 Assessment [Abstract] | |||||
Revenues | $ 133,709 | $ 67,013 | $ 280,290 | $ 164,609 | |
COVID-19 [Member] | |||||
COVID-19 Assessment [Abstract] | |||||
Number of tools | Tools | 13 | ||||
Revenues | $ 13,000 | ||||
Shipments value | $ 24,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash, cash equivalents and restricted cash and time deposits | $ 336,275 | $ 562,548 |
Short-term and long-term time deposits | 136,576 | 0 |
ACM Shanghai [Member] | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash payments for procurement of goods and services | 24,600 | |
ACM California [Member] | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash payments for procurement of goods and services | 1,600 | |
United States [Member] | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash, cash equivalents and restricted cash and time deposits | 27,796 | 34,852 |
Mainland China [Member] | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash, cash equivalents and restricted cash and time deposits | 216,116 | 469,494 |
China Hong Kong [Member] | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash, cash equivalents and restricted cash and time deposits | 78,398 | 52,527 |
South Korea [Member] | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash, cash equivalents and restricted cash and time deposits | 13,964 | 5,675 |
Singapore [Member] | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash, cash equivalents and restricted cash and time deposits | $ 1 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Time Deposits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Time Deposits [Abstract] | |||
Time deposits | $ 136,576 | $ 136,576 | $ 0 |
Interest income related to time deposits | 929 | 2,468 | |
China Merchant Bank, Deposits, Maturing on January 29, 2023 [Member] | |||
Time Deposits [Abstract] | |||
Time deposits | 38,016 | $ 38,016 | 0 |
Time deposits, maturity date | Jan. 29, 2023 | ||
Time deposits, interest rate | 2.25% | ||
China Everbright Bank, Deposit, Maturing on January 29, 2023 [Member] | |||
Time Deposits [Abstract] | |||
Time deposits | 14,080 | $ 14,080 | 0 |
Time deposits, maturity date | Jan. 29, 2023 | ||
Time deposits, interest rate | 2.25% | ||
China Industrial Bank, Deposit, Maturing on January 30, 2023 [Member] | |||
Time Deposits [Abstract] | |||
Time deposits | 14,080 | $ 14,080 | 0 |
Time deposits, maturity date | Jan. 30, 2023 | ||
Time deposits, interest rate | 2.15% | ||
China Merchant Bank, Deposit, Maturing on January 29, 2024 [Member] | |||
Time Deposits [Abstract] | |||
Time deposits | 28,160 | $ 28,160 | 0 |
Time deposits, maturity date | Jan. 29, 2024 | ||
Time deposits, interest rate | 2.85% | ||
Bank of Ningbo, Deposit, Maturing on February 17, 2024 [Member] | |||
Time Deposits [Abstract] | |||
Time deposits | $ 42,240 | $ 42,240 | $ 0 |
Time deposits, maturity date | Feb. 17, 2024 | ||
Time deposits, interest rate | 2.85% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Intangible Assets, Net (Details) - Maximum [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets, Net [Abstract] | |
Intangible assets useful life | 10 years |
Intangible assets amortization period | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Revenue Recognition (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) PerformanceObligation | Dec. 31, 2021 USD ($) | |
Revenue Recognition [Abstract] | ||
Number of performance obligations | PerformanceObligation | 1 | |
Deferred revenue | $ | $ 4,911 | $ 3,180 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Basic and Diluted Net Income per Common Share (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | ||
Numerator [Abstract] | ||||||
Net income | $ 27,076 | $ 11,150 | $ 36,381 | $ 24,306 | ||
Less: Net income attributable to non-controlling interests | 6,072 | 995 | 8,927 | 2,114 | ||
Net income available to common stockholders, basic | 21,004 | 10,155 | 27,454 | 22,192 | ||
Less: Dilutive effect arising from stock-based awards by ACM Shanghai | 321 | 0 | 465 | 0 | ||
Net income available to common stockholders, diluted | $ 20,683 | $ 10,155 | $ 26,989 | $ 22,192 | ||
Weighted average shares outstanding, basic (in shares) | shares | [1] | 59,360,790 | 58,267,638 | 59,123,895 | 57,340,059 | |
Effect of dilutive securities (in shares) | shares | 6,251,875 | 7,859,910 | 6,505,378 | 7,850,961 | ||
Weighted average shares outstanding, diluted (in shares) | shares | [1] | 65,612,665 | 66,127,548 | 65,629,273 | 65,191,020 | |
Net income per common share [Abstract] | ||||||
Basic (in dollars per share) | $ / shares | $ 0.35 | $ 0.17 | $ 0.46 | $ 0.39 | ||
Diluted (in dollars per share) | $ / shares | $ 0.32 | $ 0.15 | $ 0.41 | $ 0.34 | ||
Stock split ratio | 3 | |||||
[1]Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in March 2022. See Note 1 for details. |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Concentration of Credit Risk (Details) - Customer Concentration Risk [Member] - Customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Two Customers [Member] | ||||||
Concentration of Credit Risk [Abstract] | ||||||
Number of major customers | 2 | |||||
Concentration of credit risk | 48.90% | |||||
Revenue Benchmark [Member] | Three Customers [Member] | ||||||
Concentration of Credit Risk [Abstract] | ||||||
Number of major customers | 3 | 3 | 3 | 3 | 3 | |
Concentration of credit risk | 61.40% | 77.10% | 50.10% | 65.60% | 75.80% | |
Accounts Receivable [Member] | Two Customers [Member] | ||||||
Concentration of Credit Risk [Abstract] | ||||||
Number of major customers | 2 | 2 | ||||
Concentration of credit risk | 56.10% | 53.80% |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregated Revenue Information [Abstract] | |||||
Revenue | $ 133,709 | $ 67,013 | $ 280,290 | $ 164,609 | |
Accounts Receivables and Contract Liabilities [Abstract] | |||||
Accounts receivable | 188,341 | 188,341 | $ 105,553 | ||
Advances from customers | 136,610 | 136,610 | 52,824 | ||
Deferred revenue | 4,911 | 4,911 | $ 3,180 | ||
Increase in advances from customers | 88,888 | 34,879 | |||
First-Tools [Member] | |||||
Accounts Receivables and Contract Liabilities [Abstract] | |||||
Increase in advances from customers | 83,800 | ||||
Mainland China [Member] | |||||
Disaggregated Revenue Information [Abstract] | |||||
Revenue | 131,180 | 66,887 | 273,585 | 164,319 | |
Oher Regions [Member] | |||||
Disaggregated Revenue Information [Abstract] | |||||
Revenue | 2,529 | 126 | 6,705 | 290 | |
Single Wafer Cleaning, Tahoe and Semi-Critical Cleaning Equipment [Member] | |||||
Disaggregated Revenue Information [Abstract] | |||||
Revenue | 99,720 | 49,448 | 198,336 | 127,322 | |
ECP (Front-end and Packaging), Furnace and Other Technologies [Member] | |||||
Disaggregated Revenue Information [Abstract] | |||||
Revenue | 24,521 | 8,200 | 57,269 | 13,750 | |
Advanced Packaging (Excluding ECP), Services & Spares [Member] | |||||
Disaggregated Revenue Information [Abstract] | |||||
Revenue | 9,468 | 9,365 | 24,685 | 23,537 | |
Wet-Cleaning and Other Front-end Processing Tools [Member] | |||||
Disaggregated Revenue Information [Abstract] | |||||
Revenue | 117,941 | 49,448 | 229,195 | 127,322 | |
Advanced Packaging, Other Processing Tools, Services and Spares [Member] | |||||
Disaggregated Revenue Information [Abstract] | |||||
Revenue | $ 15,768 | $ 17,565 | $ 51,095 | $ 37,287 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounts Receivable [Abstract] | ||
Accounts receivable | $ 188,341 | $ 105,553 |
Less: Allowance for doubtful accounts | 0 | 0 |
Total | 188,341 | $ 105,553 |
Accounts receivable [Abstract] | ||
Increase accounts receivable | 82,800 | |
Increase in revenue | $ 115,700 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory [Abstract] | |||
Raw materials | $ 145,071 | $ 145,071 | $ 90,552 |
Work-in-process | 73,533 | 73,533 | 35,840 |
Finished goods | 109,188 | 109,188 | 91,724 |
Total inventory | 327,792 | 327,792 | 218,116 |
Increase in raw materials and work in process | 92,200 | ||
Increase in finished goods | $ 17,500 | ||
Period in which raw materials are considered impaired | 3 years | ||
Inventory Write-down | 1,157 | $ 1,739 | |
Contractual Obligation [Member] | |||
Inventory [Abstract] | |||
Finished goods | $ 79,821 | $ 79,821 | $ 71,889 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||||
Total cost | $ 55,279 | $ 55,279 | $ 14,336 | |||
Less: Total accumulated depreciation and amortization | (8,511) | (8,511) | (5,900) | |||
Construction in progress | 19,702 | 19,702 | 5,606 | |||
Total property, plant and equipment, net | 66,470 | 66,470 | 14,042 | |||
Depreciation and amortization expense | 1,075 | $ 501 | 3,281 | $ 1,407 | ||
Buildings and Plants [Member] | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Total cost | 37,168 | $ 37,168 | 0 | |||
Buildings and Plants [Member] | Shengwei Research (Shanghai), Inc. [Member] | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Total cost | $ 41,497 | 42,111 | ||||
Estimated useful lives | 30 years | |||||
Manufacturing Equipment [Member] | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Total cost | 8,060 | $ 8,060 | 7,973 | |||
Office Equipment [Member] | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Total cost | 3,410 | 3,410 | 2,012 | |||
Transportation Equipment [Member] | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Total cost | 193 | 193 | 217 | |||
Leasehold Improvement [Member] | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Total cost | $ 6,448 | $ 6,448 | $ 4,134 |
LAND USE RIGHT, NET (Details)
LAND USE RIGHT, NET (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jul. 31, 2020 ft² | |
Land use Right [Abstract] | ||||||
Land use right purchase amount | $ 8,950 | $ 8,950 | $ 9,966 | |||
Less: accumulated amortization | (403) | (403) | (299) | |||
Land use right, net | 8,547 | 8,547 | 9,667 | |||
Amortization | $ 45 | $ 49 | $ 144 | $ 147 | ||
Annual Amortization of Land use Right [Abstract] | ||||||
remainder of 2022 | 50 | |||||
2023 | 200 | |||||
2024 | 200 | |||||
2025 | 200 | |||||
2026 | $ 200 | |||||
Shengwei Research (Shanghai), Inc. [Member] | ||||||
Land use Right [Abstract] | ||||||
Right to use land lease term | 50 years | |||||
Area for development and production center | ft² | 1,000,000 |
OTHER LONG-TERM ASSETS (Details
OTHER LONG-TERM ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 |
Other Long-term Assets [Abstract] | |||
Prepayment for property - Lingang | $ 0 | $ 42,111 | |
Prepayment for property, plant and equipment and other non-current assets | 240 | 440 | |
Prepayment for property - lease deposit | 385 | 429 | |
Security deposit for land use right | 694 | 773 | |
Others | 1,054 | 1,264 | |
Total other long-term assets | 2,373 | 45,017 | |
Property cost | 55,279 | 14,336 | |
Capitalized interest charges related to property | 1,048 | 986 | |
Buildings and Plants [Member] | |||
Other Long-term Assets [Abstract] | |||
Property cost | $ 37,168 | 0 | |
Buildings and Plants [Member] | Shengwei Research (Shanghai), Inc. [Member] | |||
Other Long-term Assets [Abstract] | |||
Property cost | $ 41,497 | $ 42,111 |
SHORT-TERM BORROWINGS (Details)
SHORT-TERM BORROWINGS (Details) ¥ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 CNY (¥) | Dec. 31, 2021 USD ($) | ||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | $ 50,688 | $ 50,688 | $ 9,591 | ||||
Interest expense related to short-term borrowings | 201 | $ 176 | 326 | $ 556 | |||
Line of Credit Due on June 7, 2022 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | [1] | 0 | $ 0 | 4,616 | |||
Maximum borrowing capacity | ¥ | ¥ 100,000 | ||||||
Annual interest rate | 2.70% | ||||||
Line of credit due date | Jun. 07, 2022 | ||||||
Line of Credit Due on October 21, 2022 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 0 | $ 0 | 3,407 | ||||
Maximum borrowing capacity | ¥ | 150,000 | ||||||
Annual interest rate | 1.95% | ||||||
Line of credit due date | Sep. 27, 2022 | ||||||
Line of Credit Due on August 17, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 8,448 | $ 8,448 | 0 | ||||
Maximum borrowing capacity | ¥ | 150,000 | ||||||
Annual interest rate | 3.40% | ||||||
Line of Credit Due on September 1, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 8,448 | $ 8,448 | 0 | ||||
Maximum borrowing capacity | ¥ | 150,000 | ||||||
Annual interest rate | 3.60% | ||||||
Line of Credit Due on October 25, 2022 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 0 | $ 0 | 1,568 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.85% | ||||||
Line of credit due date | Jul. 01, 2022 | ||||||
Line of Credit Due on August 11, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 8,448 | $ 8,448 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.60% | ||||||
Line of Credit Due on September 5, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 5,632 | $ 5,632 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on August 26, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 5,632 | $ 5,632 | 0 | ||||
Maximum borrowing capacity | ¥ | 40,000 | ||||||
Annual interest rate | 3.15% | ||||||
Line of Credit Due on July 21, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,267 | $ 1,267 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on July 27, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,267 | $ 1,267 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on August 1, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,267 | $ 1,267 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on August 3, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,267 | $ 1,267 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on August 7, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,267 | $ 1,267 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on August 14, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,267 | $ 1,267 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on August 15, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,268 | $ 1,268 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on August 21, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 986 | $ 986 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on August 28, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,267 | $ 1,267 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on September 13, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,267 | $ 1,267 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on September 20, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | 1,267 | $ 1,267 | 0 | ||||
Maximum borrowing capacity | ¥ | 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
Line of Credit Due on September 29, 2023 [Member] | |||||||
Short-Term Borrowings [Abstract] | |||||||
Short-term borrowings | $ 423 | $ 423 | $ 0 | ||||
Maximum borrowing capacity | ¥ | ¥ 100,000 | ||||||
Annual interest rate | 3.50% | ||||||
[1]Guaranteed by CleanChip |
OTHER PAYABLES AND ACCRUED EX_3
OTHER PAYABLES AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
OTHER PAYABLES AND ACCRUED EXPENSES [Abstract] | ||
Accrued commissions | $ 13,007 | $ 12,507 |
Accrued warranty | 8,543 | 6,631 |
Accrued payroll | 6,892 | 5,684 |
Accrued professional fees | 73 | 785 |
Accrued machine testing fees | 1,105 | 149 |
Others | 10,661 | 5,979 |
Total | $ 40,281 | $ 31,735 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Components of lease expense [Abstract] | |||||
Operating lease cost | $ 776 | $ 632 | $ 2,133 | $ 1,807 | |
Short-term lease cost | 162 | 105 | 550 | 258 | |
Lease cost | 938 | 737 | 2,683 | 2,065 | |
Cash paid for amounts included in the measurement of lease liabilities [Abstract] | |||||
Operating cash outflow from operating leases | 938 | $ 737 | 2,683 | $ 2,065 | |
Maturities of outstanding lease liabilities [Abstract] | |||||
remainder of 2022 | 412 | 412 | |||
2023 | 1,303 | 1,303 | |||
2024 | 959 | 959 | |||
2025 | 61 | 61 | |||
2026 | 43 | 43 | |||
2027 | 8 | 8 | |||
Total lease payments | 2,786 | 2,786 | |||
Less: Interest | (139) | (139) | |||
Present value of lease liabilities | $ 2,647 | $ 2,647 | |||
Weighted average remaining lease terms and discount rates [Abstract] | |||||
Weighted average remaining lease term | 1 year 11 months 19 days | 1 year 11 months 19 days | 1 year 4 months 13 days | ||
Weighted average discount rate | 4.27% | 4.27% | 4.54% |
LONG-TERM BORROWINGS (Details)
LONG-TERM BORROWINGS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Intallment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Long-Term Borrowings [Abstract] | |||||
Long-term debt | $ 21,070 | $ 21,070 | |||
Less: Current portion | (2,260) | (2,260) | $ (2,410) | ||
Long-term Borrowings | 18,810 | 18,810 | 22,957 | ||
Principal Payments of Long-Term Loan [Abstract] | |||||
2022 | 471 | 471 | |||
2023 | 2,277 | 2,277 | |||
2024 | 6,707 | 6,707 | |||
2025 | 1,778 | 1,778 | |||
2026 | 1,849 | 1,849 | |||
Thereafter | 7,988 | 7,988 | |||
Long-term debt | 21,070 | 21,070 | |||
Interest expense related to long-term borrowings incurred | 218 | $ 232 | 720 | $ 776 | |
Interest expense charged to long-term borrowings | 218 | 15 | 660 | 18 | |
Capitalized interest charged as other long-term assets | 0 | $ 217 | 60 | $ 758 | |
China Merchants Bank [Member] | |||||
Long-Term Borrowings [Abstract] | |||||
Long-term debt | 15,368 | $ 15,368 | 18,390 | ||
Number of installments for loan repayable | Intallment | 120 | ||||
Last installment due date | Nov. 30, 2030 | ||||
Annual interest rate | 3.95% | ||||
Principal Payments of Long-Term Loan [Abstract] | |||||
Long-term debt | 15,368 | $ 15,368 | 18,390 | ||
Bank of China [Member] | |||||
Long-Term Borrowings [Abstract] | |||||
Long-term debt | 5,702 | 5,702 | 6,977 | ||
Principal Payments of Long-Term Loan [Abstract] | |||||
Long-term debt | $ 5,702 | $ 5,702 | $ 6,977 |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Long-term Liabilities [Abstract] | ||
Other long-term liabilities | $ 6,660 | $ 8,447 |
Subsidies to Stress Free Polishing Project, Commenced in 2008 and 2017 [Member] | ||
Other Long-term Liabilities [Abstract] | ||
Other long-term liabilities | 372 | 791 |
Subsidies to Electro Copper Plating Project, Commenced in 2014 [Member] | ||
Other Long-term Liabilities [Abstract] | ||
Other long-term liabilities | 123 | 160 |
Subsidies to Other Cleaning Tools, Commenced in 2020 [Member] | ||
Other Long-term Liabilities [Abstract] | ||
Other long-term liabilities | 882 | 1,014 |
Subsidies to SW Lingang R&D Development in 2021 [Member] | ||
Other Long-term Liabilities [Abstract] | ||
Other long-term liabilities | 4,824 | 5,958 |
Other [Member] | ||
Other Long-term Liabilities [Abstract] | ||
Other long-term liabilities | $ 459 | $ 524 |
LONG-TERM INVESTMENT (Details)
LONG-TERM INVESTMENT (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||
Sep. 05, 2019 shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 27, 2022 USD ($) | Sep. 27, 2022 CNY (¥) | Sep. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 29, 2021 USD ($) | Sep. 30, 2019 USD ($) | Sep. 30, 2019 CNY (¥) | Jun. 27, 2019 USD ($) | Sep. 11, 2017 USD ($) $ / shares shares | |
Classification of Investments [Abstract] | ||||||||||||||
Total | $ 18,538 | $ 18,538 | $ 12,694 | |||||||||||
Equity income in net income of affiliates | 1,251 | $ 421 | $ 1,652 | $ 1,036 | ||||||||||
Ninebell [Member] | ||||||||||||||
Investments [Abstract] | ||||||||||||||
Purchase price | $ 1,200 | |||||||||||||
Ninebell [Member] | Class A Common Stock [Member] | ||||||||||||||
Investments [Abstract] | ||||||||||||||
Purchase price | $ 1,000 | |||||||||||||
Shares issued (in shares) | shares | 133,334 | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 7.5 | |||||||||||||
Wooil [Member] | ||||||||||||||
Investments [Abstract] | ||||||||||||||
Investment - equity method | $ 1,000 | |||||||||||||
Shengyi [Member] | ||||||||||||||
Investments [Abstract] | ||||||||||||||
Investment - equity method | $ 1,568 | $ 109 | ||||||||||||
Number of investors with agreements entered | shares | 6 | |||||||||||||
Hefei Shixi [Member] | ||||||||||||||
Investments [Abstract] | ||||||||||||||
Investment in partnership | $ 4,200 | ¥ 30,000 | ||||||||||||
Ownership percentage in partnership | 10% | 10% | ||||||||||||
Nuode Asset Fund [Member] | ||||||||||||||
Investments [Abstract] | ||||||||||||||
Minimum restricted investment period | 6 months | |||||||||||||
Total capital fund of limited partnership | $ 22,160 | ¥ 160,000 | ||||||||||||
Investment in partnership | $ 4,196 | ¥ 30,000 | ||||||||||||
Ownership percentage in partnership | 18.75% | 18.75% | ||||||||||||
Investment cost | 0 | $ 0 | ||||||||||||
Equity Investment [Member] | Ninebell [Member] | ||||||||||||||
Investments [Abstract] | ||||||||||||||
Percentage of ordinary shares issued | 20% | |||||||||||||
Equity Investment [Member] | Wooil [Member] | ||||||||||||||
Investments [Abstract] | ||||||||||||||
Percentage of ordinary shares issued | 20% | |||||||||||||
Equity Investment [Member] | Shengyi [Member] | ||||||||||||||
Investments [Abstract] | ||||||||||||||
Percentage of ordinary shares issued | 0.25% | 15% | ||||||||||||
Investment Excluding Other Investee [Member] | ||||||||||||||
Classification of Investments [Abstract] | ||||||||||||||
Total | 12,934 | 12,934 | 11,126 | |||||||||||
Investment Excluding Other Investee [Member] | Ninebell [Member] | ||||||||||||||
Classification of Investments [Abstract] | ||||||||||||||
Total | 4,447 | 4,447 | 3,051 | |||||||||||
Investment Excluding Other Investee [Member] | Wooil [Member] | ||||||||||||||
Classification of Investments [Abstract] | ||||||||||||||
Total | 1,014 | 1,014 | 0 | |||||||||||
Investment Excluding Other Investee [Member] | Shengyi [Member] | ||||||||||||||
Classification of Investments [Abstract] | ||||||||||||||
Total | 510 | 510 | 211 | |||||||||||
Investment Excluding Other Investee [Member] | Hefei Shixi [Member] | ||||||||||||||
Classification of Investments [Abstract] | ||||||||||||||
Total | 6,963 | 6,963 | 7,864 | |||||||||||
Other Investee [Member] | Waferworks [Member] | ||||||||||||||
Classification of Investments [Abstract] | ||||||||||||||
Total | 1,408 | 1,408 | 1,568 | |||||||||||
Other Investee [Member] | Nuode Asset Fund [Member] | ||||||||||||||
Classification of Investments [Abstract] | ||||||||||||||
Total | $ 4,196 | $ 4,196 | $ 0 |
TRADING SECURITIES (Details)
TRADING SECURITIES (Details) $ in Thousands, ¥ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 18, 2020 USD ($) | Jun. 18, 2020 CNY (¥) | |
Trading securities listed in Shanghai Stock Exchange [Abstract] | |||||||
Cost | $ 10,295 | $ 10,295 | $ 15,363 | ||||
Market value | 14,164 | 14,164 | $ 29,498 | ||||
Unrealized Gain (Loss) [Abstract] | |||||||
Unrealized gain (loss) on trading securities | (5,281) | $ (919) | (9,562) | $ 1,817 | |||
Proceeds from sale of trading securities | 4,488 | 0 | |||||
Realized gain on trading securities | 1,136 | $ 0 | 1,136 | $ 0 | |||
Qingdao LP [Member] | |||||||
Investments [Abstract] | |||||||
Total capital fund of limited partnership | $ 315,000 | ¥ 2,224 | |||||
Investment in partnership | $ 14,200 | ¥ 100 | |||||
Ownership percentage in partnership | 4.30% | 4.30% | |||||
SMIC [Member] | |||||||
Unrealized Gain (Loss) [Abstract] | |||||||
Proceeds from sale of trading securities | 4,488 | 4,488 | |||||
Realized gain on trading securities | $ 1,136 | $ 1,136 | |||||
SMIC [Member] | Minimum [Member] | |||||||
Investments [Abstract] | |||||||
Ownership percentage in partnership | 30% | 30% |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Abstract] | |||||
Advances to related party | $ 5,158 | $ 5,158 | $ 2,383 | ||
Accounts payable | 6,589 | 6,589 | 7,899 | ||
Purchase of materials | 12,132 | $ 8,563 | 31,260 | $ 23,586 | |
Ninebell Co., Ltd [Member] | |||||
Related Party Transaction [Abstract] | |||||
Advances to related party | 5,158 | 5,158 | 2,383 | ||
Accounts payable | 4,333 | 4,333 | 5,703 | ||
Purchase of materials | 9,834 | 7,455 | 27,500 | 21,833 | |
Shengyi Semiconductor Technology Co., Ltd [Member] | |||||
Related Party Transaction [Abstract] | |||||
Accounts payable | 2,256 | 2,256 | $ 2,196 | ||
Purchase of materials | 2,298 | 1,108 | 3,760 | 1,753 | |
Service fee charged by | $ 277 | $ 144 | $ 315 | $ 403 |
COMMON STOCK (Details)
COMMON STOCK (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Mar. 31, 2022 Vote $ / shares shares | Sep. 30, 2022 shares | Sep. 30, 2021 shares | [1] | Sep. 30, 2022 shares | Sep. 30, 2021 shares | Mar. 16, 2022 shares | Dec. 31, 2021 shares | ||||
Class of Stock [Abstract] | |||||||||||
Reverse stock split | 3 | ||||||||||
Common Class A [Member] | |||||||||||
Class of Stock [Abstract] | |||||||||||
Reverse stock split | 3 | ||||||||||
Additional shares reserved for issuance as dividends (in shares) | 2 | ||||||||||
Common stock, shares authorized (in shares) | 150,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Number of votes for each share entitled | Vote | 1 | ||||||||||
Common stock, shares issued (in shares) | 54,373,515 | 54,373,515 | 53,608,929 | ||||||||
Common stock, shares outstanding (in shares) | 54,373,515 | 54,373,515 | 53,608,929 | ||||||||
Common Class B [Member] | |||||||||||
Class of Stock [Abstract] | |||||||||||
Reverse stock split | 3 | ||||||||||
Additional shares reserved for issuance as dividends (in shares) | 2 | ||||||||||
Common stock, shares authorized (in shares) | 5,307,816 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Number of votes for each share entitled | Vote | 20 | ||||||||||
Convertible shares in to Class A common stock (in shares) | 1 | ||||||||||
Common stock, shares issued (in shares) | 5,086,812 | 5,086,812 | 5,087,814 | ||||||||
Common stock, shares outstanding (in shares) | 5,086,812 | 5,086,812 | 5,087,814 | ||||||||
Common Stock [Member] | Common Class A [Member] | |||||||||||
Class of Stock [Abstract] | |||||||||||
Stock issued upon exercise of stock options (in shares) | 231,710 | 390,993 | 763,584 | [1] | 1,693,095 | [1] | |||||
Conversion of class B common stock to Class A common stock (in shares) | [1] | 1,002 | 285,003 | ||||||||
Exercise of common stock warrant issued (in shares) | [1] | 728,043 | |||||||||
Common Stock [Member] | Common Class B [Member] | |||||||||||
Class of Stock [Abstract] | |||||||||||
Stock issued upon exercise of stock options (in shares) | 0 | 0 | 0 | [1] | 0 | [1] | |||||
Conversion of class B common stock to Class A common stock (in shares) | [1] | (1,002) | (285,003) | ||||||||
Exercise of common stock warrant issued (in shares) | [1] | 0 | |||||||||
[1]Prior period results have been adjusted to reflect the three-for-one stock split effected in the form of a stock dividend in March 2022. See Note 1 for details |
STOCK-BASED COMPENSATION, Stock
STOCK-BASED COMPENSATION, Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | $ 1,893 | $ 1,278 | $ 5,236 | $ 3,823 |
Employee Stock Option Plan [Member] | ||||
Stock-based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | 1,798 | 1,179 | 4,943 | 3,481 |
Employee Stock Option Plan [Member] | ACM Shanghai [Member] | ||||
Stock-based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | 83 | 87 | 258 | 260 |
Non-Employee Stock Option Plan [Member] | ||||
Stock-based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | 12 | 12 | 35 | 82 |
Cost of Revenue [Member] | ||||
Stock-based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | 130 | 108 | 383 | 289 |
Sales and Marketing Expense [Member] | ||||
Stock-based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | 349 | 417 | 1,277 | 1,400 |
Research and Development Expense [Member] | ||||
Stock-based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | 666 | 293 | 1,733 | 801 |
General and Administrative Expense [Member] | ||||
Stock-based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | $ 748 | $ 460 | $ 1,843 | $ 1,333 |
STOCK-BASED COMPENSATION, Share
STOCK-BASED COMPENSATION, Share Option Activities (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |||
Employee Share Option [Member] | ||||
Number of Option Share [Roll Forward] | ||||
Outstanding, beginning of period (in shares) | shares | 8,402,247 | [1] | ||
Granted (in shares) | shares | 1,653,300 | [1] | ||
Exercised (in shares) | shares | (379,290) | [1] | ||
Forfeited/cancelled (in shares) | shares | (229,650) | [1] | ||
Outstanding, end of period (in shares) | shares | 9,446,607 | [1] | 8,402,247 | [1] |
Vested and exercisable (in shares) | shares | 6,118,215 | [1] | ||
Weighted Average Grant Date Fair Value [Abstract] | ||||
Outstanding at beginning of period (in dollars per share) | $ 2.45 | |||
Granted (in dollars per share) | 10.31 | |||
Exercised (in dollars per share) | 1.13 | |||
Forfeited/cancelled (in dollars per share) | 11.61 | |||
Outstanding at end of period (in dollars per share) | 3.66 | $ 2.45 | ||
Weighted Average Exercise Price [Abstract] | ||||
Outstanding, beginning of period (in dollars per share) | 5.88 | |||
Granted (in dollars per share) | 22.41 | |||
Exercised (in dollars per share) | 2.83 | |||
Forfeited/cancelled (in dollars per share) | 25.51 | |||
Outstanding, end of period (in dollars per share) | $ 8.42 | $ 5.88 | ||
Weighed Average Remaining Contractual Term [Abstract] | ||||
Outstanding weighed average remaining contractual term | 6 years 4 months 20 days | 6 years 6 months 10 days | ||
Unrecognized employee stock-based compensation expense | $ | $ 17,579 | $ 9,544 | ||
Weighted-average period over which unrecognized compensation is expected to be recognized | 1 year 6 months 10 days | 1 year 7 months 9 days | ||
Employee Share Option [Member] | ACM Shanghai [Member] | ||||
Number of Option Share [Roll Forward] | ||||
Outstanding, beginning of period (in shares) | shares | 5,377,500 | |||
Outstanding, end of period (in shares) | shares | 5,377,500 | 5,377,500 | ||
Vested and exercisable (in shares) | shares | 0 | |||
Weighted Average Grant Date Fair Value [Abstract] | ||||
Outstanding at beginning of period (in dollars per share) | $ 0.24 | |||
Outstanding at end of period (in dollars per share) | 0.24 | $ 0.24 | ||
Weighted Average Exercise Price [Abstract] | ||||
Outstanding, beginning of period (in dollars per share) | 2.04 | |||
Outstanding, end of period (in dollars per share) | $ 1.97 | $ 2.04 | ||
Weighed Average Remaining Contractual Term [Abstract] | ||||
Outstanding weighed average remaining contractual term | 1 year 9 months 3 days | 2 years 6 months | ||
Non-Employee Stock Option [Member] | ||||
Number of Option Share [Roll Forward] | ||||
Outstanding, beginning of period (in shares) | shares | 2,067,018 | [1] | ||
Granted (in shares) | shares | 0 | [1] | ||
Exercised (in shares) | shares | (384,294) | [1] | ||
Expired (in shares) | shares | 0 | [1] | ||
Forfeited/cancelled (in shares) | shares | (6,510) | [1] | ||
Outstanding, end of period (in shares) | shares | 1,676,214 | [1] | 2,067,018 | [1] |
Vested and exercisable (in shares) | shares | 1,653,714 | [1] | ||
Weighted Average Grant Date Fair Value [Abstract] | ||||
Outstanding at beginning of period (in dollars per share) | $ 0.33 | |||
Granted (in dollars per share) | 0 | |||
Exercised (in dollars per share) | 0.21 | |||
Expired (in dollars per share) | 0 | |||
Forfeited/cancelled (in dollars per share) | 0.19 | |||
Outstanding at end of period (in dollars per share) | 0.36 | $ 0.33 | ||
Weighted Average Exercise Price [Abstract] | ||||
Outstanding, beginning of period (in dollars per share) | 0.97 | |||
Granted (in dollars per share) | 0 | |||
Exercised (in dollars per share) | 0.52 | |||
Expired (in dollars per share) | 0 | |||
Forfeited/cancelled (in dollars per share) | 0.43 | |||
Outstanding, end of period (in dollars per share) | $ 1.08 | $ 0.97 | ||
Weighed Average Remaining Contractual Term [Abstract] | ||||
Outstanding weighed average remaining contractual term | 3 years 6 months 29 days | 3 years 11 months 23 days | ||
Unrecognized employee stock-based compensation expense | $ | $ 67 | $ 102 | ||
Weighted-average period over which unrecognized compensation is expected to be recognized | 18 days | 21 days | ||
Non-Employee Stock Option [Member] | ACM Shanghai [Member] | ||||
Weighed Average Remaining Contractual Term [Abstract] | ||||
Unrecognized employee stock-based compensation expense | $ | $ 249 | $ 525 | ||
Weighted-average period over which unrecognized compensation is expected to be recognized | 9 months | 1 year 6 months | ||
[1]Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 1 for details. |
STOCK-BASED COMPENSATION, Assum
STOCK-BASED COMPENSATION, Assumptions Used to Determine Fair Value of Share Options Granted (Details) - Employee Share Option [Member] - Service Period Based [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | ||
Fair Value of Options Granted [Abstract] | |||
Expected term in years | [1],[2] | 6 years 3 months | |
Expected dividend | [2],[3] | 0% | 0% |
Minimum [Member] | |||
Fair Value of Options Granted [Abstract] | |||
Fair value of common share (in dollars per share) | [2],[4] | $ 16.83 | $ 27.58 |
Expected term in years | [1],[2] | 5 years 6 months | |
Volatility | [2],[5] | 49.43% | 48.53% |
Risk-free interest rate | [2],[6] | 1.70% | 1% |
Maximum [Member] | |||
Fair Value of Options Granted [Abstract] | |||
Fair value of common share (in dollars per share) | [2],[4] | $ 25.45 | $ 37.33 |
Expected term in years | [1],[2] | 6 years 3 months | |
Volatility | [2],[5] | 50.87% | 49.47% |
Risk-free interest rate | [2],[6] | 3.04% | 1.44% |
[1]Expected term of share options is based on the average of the vesting period and the contractual term for each grant according to Staff Accounting Bulletin 110.[2]Prior period results have been adjusted to reflect the Stock Split effected in March 2022. See Note 1 for details.[3]Expected dividend is assumed to be 0% as ACM has no history or expectation of paying a dividend on its common stock.[4]Equal to closing value on the grant date.[5]Volatility is calculated based on the historical volatility of ACM’s comparable companies in the period equal to the expected term of each grant.[6]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. |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Subsidiary | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Income Taxes [Abstract] | ||||||
Statutory U.S federal income tax rate | 21% | |||||
Capitalized research and development expenses, amortization period | 15 years | 15 years | ||||
Unrecognized tax benefits | $ 6,066 | $ 6,066 | $ 6,066 | $ 570 | ||
Unrecognized tax benefits that would impact effective tax rate | 5,950 | 5,950 | ||||
Interest or penalties | 142 | |||||
Income Tax Benefit (Expense) [Abstract] | ||||||
Total income tax benefit (expense) | $ (10,470) | $ 266 | $ (14,138) | $ 3,021 | ||
ACM Research (Shanghai), Inc. [Member] | ||||||
Income Taxes [Abstract] | ||||||
Foreign corporate tax rate | 15% | |||||
PRC [Member] | ||||||
Income Taxes [Abstract] | ||||||
Number of subsidiaries | Subsidiary | 3 | |||||
Foreign corporate tax rate | 25% | |||||
Effective period of preferential income tax rate | 3 years | |||||
PRC [Member] | Minimum [Member] | ||||||
Income Taxes [Abstract] | ||||||
Foreign corporate tax rate | 12.50% | |||||
PRC [Member] | Maximum [Member] | ||||||
Income Taxes [Abstract] | ||||||
Foreign corporate tax rate | 25% | |||||
PRC [Member] | ACM Research (Shanghai), Inc. [Member] | ||||||
Income Taxes [Abstract] | ||||||
Foreign corporate tax rate | 12.50% | 12.50% | ||||
PRC [Member] | ACM Research (Wuxi), Inc. [Member] | ||||||
Income Taxes [Abstract] | ||||||
Foreign corporate tax rate | 25% | |||||
PRC [Member] | Shengwei Research (Shanghai), Inc. [Member] | ||||||
Income Taxes [Abstract] | ||||||
Foreign corporate tax rate | 25% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands, ¥ in Millions | 9 Months Ended | ||
Sep. 30, 2022 USD ($) LegalProceeding | Sep. 30, 2022 CNY (¥) | Dec. 31, 2021 USD ($) | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |||
Commitments | $ 2,263 | ||
Required liquidate damage value | $ 63,400 | ¥ 450 | |
Land use rights period | 6 years | 6 years | |
Annual total taxes | $ 22,000 | ¥ 157.6 | |
Investments | $ 23,082 | $ 13,265 | |
Number of outstanding legal proceedings | LegalProceeding | 0 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Long-lived assets by geography [Abstract] | ||
Long-lived assets | $ 80,037 | $ 72,908 |
Mainland China [Member] | ||
Long-lived assets by geography [Abstract] | ||
Long-lived assets | 76,964 | 71,534 |
South Korea [Member] | ||
Long-lived assets by geography [Abstract] | ||
Long-lived assets | 3,053 | 1,324 |
United States [Member] | ||
Long-lived assets by geography [Abstract] | ||
Long-lived assets | $ 20 | $ 50 |
STATUTORY SURPLUS RESERVE (Deta
STATUTORY SURPLUS RESERVE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statutory Reserves [Abstract] | ||
Statutory surplus reserve | $ 8,312 | $ 8,312 |
ACM Research (Shanghai), Inc. [Member] | ||
Statutory Reserves [Abstract] | ||
Statutory surplus reserve | $ 8,312 | $ 8,312 |