SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of ACM and its subsidiaries. ACM’s subsidiaries are those entities in which ACM, directly or indirectly, controls a majority of the voting power. All significant intercompany transactions and balances have been eliminated upon consolidation. The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company for the year ended December 31, 2023 included in ACM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The accompanying condensed consolidated financial statements are unaudited. In the opinion of management, these unaudited condensed consolidated financial statements of the Company reflect all adjustments that are necessary for a fair presentation of the Company’s financial position and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of September 30, 2024 and the results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for any future period. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported revenues and expenses during the reported period in the condensed consolidated financial statements and accompanying notes. The Company’s significant accounting estimates and assumptions include, but are not limited to, those used for revenue recognition and deferred revenue, the valuation and recognition of fair value of certain short-term investments and long-term investments, stock-based compensation arrangements, realization of deferred tax assets, assessment for impairment of long-lived assets and long-term investments, allowance for credit losses, inventory valuation, useful lives of property, plant and equipment and useful lives of intangible assets. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates and assumptions. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, bank deposits that are unrestricted as to withdrawal and use, and highly liquid investments with an original maturity date of three months or less at the date of purchase. At times, cash deposits may exceed government-insured limits. The following table presents cash and cash equivalents, according to jurisdiction as of September 30, 2024 and December 31, 2023: September 30, December 31, United States $ 59,039 $ 43,614 Mainland China 80,115 70,418 China Hong Kong 190,948 64,057 Korea 3,303 3,934 Singapore 67 67 Total $ 333,472 $ 182,090 The amounts in mainland China do not include short-term and long-term time deposits which in aggregate totaled $33,821 and $121,342 at September 30, 2024 and December 31, 2023, respectively. Cash held in the U.S. exceeds the Federal Deposit Insurance Corporation insurance limits and is subject to risk of loss. No losses have been experienced to date. Cash amounts held in mainland China are subject to a series of risk control regulatory standards from mainland China bank regulatory authorities. ACM’s subsidiaries in mainland China are required to obtain approval from the State Administration of Foreign Exchange (“SAFE”) to transfer funds into or out of mainland China. SAFE requires a valid agreement to approve the transfers, which are processed through a bank. Other than these mainland China foreign exchange restrictions, ACM’s subsidiaries in mainland China are not subject to any restrictions and limitations on its ability to transfer funds to ACM or among our other subsidiaries. However, cash held in mainland China does exceed applicable insurance limits and is subject to risk of loss, although no such losses have been experienced to date. ACM California periodically procures goods and services on behalf of ACM Shanghai and ACM Lingang. For these transactions, ACM Shanghai and ACM Lingang make cash payments to ACM California in accordance with applicable transfer pricing arrangements. For the three months ended September 30, 2024 and 2023, cash payments from ACM Shanghai and ACM Lingang to ACM California for the procurement of goods and services was $2,335 and $10,724, respectively. For the nine months ended September 30, 2024 and 2023, cash payments from ACM Shanghai and ACM Lingang to ACM California for the procurement of goods and services was $16,734 and $36,155, respectively. ACM California periodically borrows funds for working capital advances from its direct parent, CleanChip. ACM California repays or renews these intercompany loans in accordance with their terms. For sales through CleanChip and ACM Research, a certain amount of sales or advanced payments from customers is repatriated back to ACM Shanghai in accordance with applicable transfer pricing arrangements in the ordinary course of business. ACM Research provides services to certain customers located in the U.S., Europe and other regions outside of mainland China to support the evaluation of first tools and provide support for tools under warranty on behalf of ACM Shanghai. For these transactions, ACM Shanghai makes cash payments to ACM Research in accordance with applicable transfer pricing arrangements. Amounts held in Korea exceed the Korea Deposit Insurance Corporation 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., Korea, Singapore and Hong Kong. For the nine months ended September 30, 2024 and 2023, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, and dividend paid by ACM Shang hai to the stockholders of ACM Shanghai (including ACM Research), no transfers, or distributions have been made between ACM Research and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock. Time Deposits Time deposits are deposited with banks in mainland China with fixed terms and interest rates which cannot be withdrawn before maturity, and are presented as short-term deposits and long-term deposits in the condensed consolidated financial statements based on their expected time of collection. They are also subject to the risk control regulatory standards described above upon maturity. At September 30, 2024 and December 31, 2023, time deposits consisted of the following: September 30, December 31, Deposit in China Merchant Bank which matured on January 29, 2024 with an annual interest rate of 2.85% $ — $ 29,797 Deposit in Bank of Ningbo which matured on February 17, 2024 with an annual interest rate of 2.85% $ — $ 44,630 Deposit in Shanghai Pudong Development Bank which was redeemed on June 20, 2024 with an annual interest rate of 3.10% $ — $ 7,322 Deposit in Shanghai Pudong Development Bank which was redeemed on May 28, 2024 with an annual interest rate of 3.10% $ — $ 7,307 Deposit in Shanghai Pudong Development Bank which was redeemed on March 7, 2024 with an annual interest rate of 3.10% $ — $ 4,376 Deposit in Shanghai Pudong Development Bank which was redeemed on March 22, 2024 with an annual interest rate of 3.10% $ — $ 4,373 Deposit in Shanghai Pudong Development Bank which was redeemed on January 29, 2024 with an annual interest rate of 3.10% $ — $ 2,912 Deposit in China Industrial Bank which matures on January 30, 2026 with an annual interest rate of 3.15% $ 13,517 $ 14,528 Deposit in China Everbright Bank which matured on January 5, 2024 with an annual interest rate of 5.38% $ — $ 3,079 Deposit in China Everbright Bank which matured on May 22, 2024 with an annual interest rate of 5.38% $ — $ 3,018 Deposit in China Everbright Bank which matures on January 9, 2025 with an annual interest rate of 5.29% $ 10,116 $ — Deposit in China Everbright Bank which matures on November 23, 2024 with an annual interest rate of 5.28% $ 10,188 $ — Total $ 33,821 $ 121,342 For the three months ended September 30, 2024 and 2023, interest income related to time deposits was $486 and $867, respectively. For the nine months ended September 30, 2024 and 2023, interest income related to time deposits was $1,732 and $2,779, respectively. Financial Instruments The Company periodically invests in equity securities, and maintains an investment portfolio of various holdings, types, and maturities. For equity investments that do not have a readily determinable fair value, the Company classified them as long-term investments, and records them using either: 1) the measurement alternative which measures the equity investments at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes; or 2) the equity method whereby the Company recognizes its proportional share of the income or loss from the equity method investment. The equity method is utilized when the equity investments are common stock or in substance common stock, and the Company does not have the ability to control the investee but is deemed to have the ability to exercise significant influence over the investee’s operating or financial policies. For equity investments that have a readily determinable fair value, the Company classified them as short-term investments, and records them at fair market value on a recurring basis based upon quoted market prices. Realized and unrealized gains and losses resulting from application of the measurement alternative, the impact of the application of the equity method to the Company’s equity investments, and recognition of changes in fair market value, as applicable, are recognized as non-operating income (expenses), net in the co ndensed consolidated statements of comprehensive income. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. The level of an asset or liability in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities with sufficient volume and frequency of transactions. Level 2: Valuations based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active for identical assets or liabilities, or model-derived valuations techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities and based on non-binding, broker-provided price quotes and may not have been corroborated by observable market data. All transfers between fair value hierarchy levels are recognized by the Company at the end of each reporting period. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement in its entirety, requires judgment and considers factors specific to the investment. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risks associated with investment in those instruments. Assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total As of September 30, 2024: Assets Cash and cash equivalents $ 32,943 $ — $ — $ 32,943 Short-term investments 20,351 — — 20,351 $ 53,294 $ — $ — $ 53,294 As of December 31, 2023: Assets Cash and cash equivalents $ 37,518 $ — $ — $ 37,518 Short-term investments 21,312 — — 21,312 $ 58,830 $ — $ — $ 58,830 Assets and liabilities measured at fair value on a non-recurring basis: Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total As of December 31, 2023: Assets Investments accounted for using measurement alternative $ — $ — $ 10,378 $ 10,378 $ — $ — $ 10,378 $ 10,378 The Company did not have any assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2024, and the Company did not recognize any unrealized gains (upward adjustments) or unrealized losses (downward adjustments) resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer for its long-term investments accounted for using measurement alternatives during the three and nine months ended September 30, 2024 and 2023. Refer to Note 12 for fair value information related to the Company’s outstanding long-term borrowings as of September 30, 2024 and December 31, 2023 . Basic and Diluted Net Income per Share of Common Stock Basic and diluted net income per share of common stock are calculated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Numerator: Net income $ 38,672 $ 30,994 $ 92,163 $ 73,554 Less: Net income attributable to non-controlling interests 7,768 5,315 19,616 13,905 Net income available to common stockholders, basic $ 30,904 $ 25,679 $ 72,547 $ 59,649 Less: Dilutive effect arising from stock-based awards by ACM Shanghai 585 461 1,503 1,338 Net income available to common stockholders, diluted $ 30,319 $ 25,218 $ 71,044 $ 58,311 Weighted average shares outstanding, basic 62,500,903 60,219,218 62,017,257 59,953,144 Effect of dilutive securities 4,170,623 5,231,723 4,494,886 4,880,907 Weighted average shares outstanding, diluted 66,671,526 65,450,941 66,512,143 64,834,051 Net income per share of common stock: Basic $ 0.49 $ 0.43 $ 1.17 $ 0.99 Diluted $ 0.45 $ 0.39 $ 1.07 $ 0.90 Basic and diluted net income per share of common stock is presented using the two-class method, which allocates undistributed earnings to common stock and any participating securities according to dividend rights and participation rights on a proportionate basis. Under the two-class method, basic net income per share of common stock is computed by dividing the sum of distributed and undistributed earnings attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. ACM Research did not have any participating securities outstanding during the three and nine months ended September 30, 2024 and 2023. ACM Research has been authorized to issue Class A and Class B common stock since redomesticating in Delaware in November 2016. The two classes of common stock are substantially identical in all material respects, except for voting rights. Since ACM Research did not declare cash dividends during the nine months ended September 30, 2024 or 2023, the net income per share of common stock attributable to each class is the same under the “two-class” method. As such, the two classes of common stock have been presented on a combined basis in the condensed consolidated statements of comprehensive income and in the above computation of net income per share of common stock. Diluted net income per share of common stock reflects the potential dilution from securities, such as stock options that could share in ACM Research’s earnings. Certain potential dilutive securities were excluded from the net income per share calculation because the impact would be anti-dilutive. The number of potentially dilutive shares that were not included in the calculation of diluted net income per share in the periods presented where their inclusion would be anti-dilutive were 1,397,590 and 887,985 stock options for the three and nine months ended September 30, 2024, respectively, and 1,757,605 and 4,099,228 stock options for the three and nine months ended September 30, 2023, respectively. 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 and cash equivalents and time deposits with financial institutions that management believes are creditworthy. The Company is potentially subject to concentrations of credit risks in its revenue and accounts receivable. • Revenue concentration. For the three months ended September 30, 2024 and 2023, four customers accounted for 62.3% a nd two customers accounted for 53.2% of revenue, respectively. For the nine months ended September 30, 2024 and 2023, four customers accounted for 56.3% and three customer accounted for 48.8% of revenue, respectively. • Accounts receivable concentration. As of September 30, 2024 and December 31, 2023, three customers accounted for 51.6% and four customers accounted for 59.1%, respectively, of the Company’s accounts receivables. The Company believes that the receivable balances from these largest customers do not represent a significant credit risk based on past collection experience. Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures . This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The Company is currently evaluating the provisions of this ASU and expect to adopt it for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Retrospective application is permitted. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the provisions of this ASU. |