Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2016 | Jul. 31, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | GSI TECHNOLOGY INC | |
Entity Central Index Key | 1,126,741 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 20,549,058 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 28,237 | $ 31,963 |
Short-term investments | 21,727 | 23,149 |
Accounts receivable, net | 9,180 | 7,478 |
Inventories | 7,583 | 7,174 |
Prepaid expenses and other current assets | 2,392 | 2,198 |
Total current assets | 69,119 | 71,962 |
Property and equipment, net | 8,464 | 8,653 |
Long-term investments | 9,404 | 11,148 |
Goodwill | 8,030 | 8,030 |
Intangible assets, net | 3,551 | 3,651 |
Other assets | 3,239 | 3,086 |
Total assets | 101,807 | 106,530 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 2,067 | 2,514 |
Accrued expenses and other liabilities | 4,411 | 4,398 |
Deferred revenue | 1,976 | 2,330 |
Total current liabilities | 8,454 | 9,242 |
Income taxes payable | 251 | 116 |
Long term deferred income taxes | 811 | |
Other accrued expenses | 6,156 | 6,492 |
Total liabilities | 14,861 | 16,661 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Preferred stock: $0.001 par value authorized: 5,000,000 shares; issued and outstanding: none | ||
Common Stock: $0.001 par value authorized: 150,000,000 shares; issued and outstanding: 20,838,246 and 21,716,364 shares, respectively | 21 | 22 |
Additional paid-in capital | 21,861 | 25,050 |
Accumulated other comprehensive income | 34 | 27 |
Retained earnings | 65,030 | 64,770 |
Total stockholders' equity | 86,946 | 89,869 |
Total liabilities and stockholders' equity | $ 101,807 | $ 106,530 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2016 | Mar. 31, 2016 |
Stockholders' Equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 20,838,246 | 21,716,364 |
Common stock, shares outstanding | 20,838,246 | 21,716,364 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement | ||
Net revenues | $ 12,946 | $ 14,025 |
Cost of revenues | 6,224 | 6,730 |
Gross profit | 6,722 | 7,295 |
Operating expenses: | ||
Research and development | 3,499 | 2,998 |
Selling, general and administrative | 2,834 | 5,305 |
Total operating expenses | 6,333 | 8,303 |
Income (loss) from operations | 389 | (1,008) |
Interest income, net | 77 | 79 |
Other income (expense), net | 65 | 37 |
Income (loss) before income taxes | 531 | (892) |
Provision for income taxes | 271 | 25 |
Net income (loss) | $ 260 | $ (917) |
Net income (loss) per share: | ||
Basic | $ 0.01 | $ (0.04) |
Diluted | $ 0.01 | $ (0.04) |
Weighted average shares used in per share calculations: | ||
Basic | 21,299 | 22,943 |
Diluted | 21,526 | 22,943 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Consolidated Statements Of Comprehensive Income ( Loss) | ||
Net income (loss) | $ 260 | $ (917) |
Net unrealized gain (loss) on available-for-sale investments, net of tax | 7 | (5) |
Total comprehensive income (loss) | $ 267 | $ (922) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 260 | $ (917) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Allowance for sales returns, doubtful accounts and other | 1 | 3 |
Provision for excess and obsolete inventories | 85 | 388 |
Depreciation and amortization | 424 | 333 |
Stock-based compensation | 443 | 474 |
Amortization of premium on investments | 25 | 93 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,703) | (1,169) |
Inventory | (494) | (650) |
Prepaid expenses and other assets | (347) | (908) |
Accounts payable | (447) | 1,534 |
Accrued expenses and other liabilities | (999) | (1,845) |
Deferred revenue | (354) | 207 |
Net cash used in operating activities | (3,106) | (2,457) |
Cash flows from investing activities: | ||
Sales and maturities of short-term investments | 3,148 | 7,000 |
Purchases of property and equipment | (135) | (6) |
Net cash provided by investing activities | 3,013 | 6,994 |
Cash flows from financing activities: | ||
Repurchase of common stock | (3,906) | (2,453) |
Proceeds from issuance of common stock under employee stock plans | 273 | 316 |
Net cash used in financing activities | (3,633) | (2,137) |
Net increase (decrease) in cash and cash equivalents | (3,726) | 2,400 |
Cash and cash equivalents at beginning of the year | 31,963 | 36,776 |
Cash and cash equivalents at end of the period | 28,237 | 39,176 |
Supplemental cash flow information: | ||
Net cash paid (received) for income taxes | $ 1,256 | $ (132) |
1. THE COMPANY AND SUMMARY OF S
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2016 | |
The Company And Summary Of Significant Accounting Policies | |
NOTE 1-THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements of GSI Technology, Inc. and its subsidiaries (“GSI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These interim financial statements contain all adjustments (which consist of only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the interim financial information included therein. The Company believes that the disclosures are adequate to make the information not misleading. However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016. The consolidated results of operations for the three months ended June 30, 2016 are not necessarily indicative of the results to be expected for the entire fiscal year. Significant accounting policies The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016. Recent accounting pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies several aspects of the accounting for share-based payments transactions , including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This accounting standard update will be effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, and early adoption is permitted. The Company is currently evaluating the methods and impact of adopting the new accounting standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) .” The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, “ Elements of Financial Statements ,” and, therefore, recognition of those lease assets and lease liabilities represents a change of previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. This ASU is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. The Company is currently evaluating the impact the pronouncement will have on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Assets.” ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The accounting standard update also updates certain presentation and disclosure requirements. This accounting standard update will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In September 2015, the FASB issued a new accounting standard that eliminates the requirement to restate prior period financial statements for measurement period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement period adjustment including the impact on prior periods be recognized in the reporting period in which the adjustment is identified along with additional disclosures. The new guidance will be effective for the Company beginning in the first quarter of fiscal 2017. The new guidance is required to be adopted prospectively with early adoption permitted for financial statements that have not yet been made available for issuance. The new guidance is not expected to have a material impact on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, " Simplifying the Measurement of Inventory.” This standard update intends to simplify the subsequent measurement of inventory, excluding inventory accounted for under the last-in, first-out or the retail inventory methods. The update replaces the current lower of cost or market test with a lower of cost and net realizable value test. Under the current guidance, market could be replacement cost, net realizable value or net realizable value less an approximately normal profit margin. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The update is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements. In August 2014, the FASB issued new guidance related to the Company’s responsibility to evaluate whether there is substantial doubt about its ability to continue ongoing business operations and to provide relevant footnote disclosures. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, " Revenue from Contracts with Customers ." The new accounting standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is permitted for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. ASU No. 2014-09 provides for one of two methods of transition: retrospective application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements. In March, April and May 2016, the FASB issued additional updates to the new revenue standard relating to reporting revenue on a gross versus net basis, identifying performance obligations and licensing arrangements, and narrow-scope improvements and practical expedients, respectively. The Company is in the process of assessing the impact this additional guidance is expected to have upon adoption, including determining the adoption method. |
2. NET INCOME (LOSS) PER COMMON
2. NET INCOME (LOSS) PER COMMON SHARE | 3 Months Ended |
Jun. 30, 2016 | |
NET INCOME (LOSS) PER COMMON SHARE | |
NOTE 2 - NET INCOME (LOSS) PER COMMON SHARE | NOTE 2—NET INCOME (LOSS) PER COMMON SHARE The Company uses the treasury stock method to calculate the weighted average shares used in computing diluted net income (loss) per share. The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended June 30, 2016 2015 Net income (loss) $ $ Denominators: Weighted average shares—Basic Dilutive effect of employee stock options — Dilutive effect of employee stock purchase plan options — Weighted average shares—Dilutive Net income (loss) per common share—Basic $ Net income (loss) per common share—Diluted $ The following shares of common stock underlying outstanding stock options, determined on a weighted average basis, were excluded from the computation of diluted net income (loss) per share as they had an anti-dilutive effect: Three Months Ended June 30, 2016 2015 Shares underlying options |
3. BALANCE SHEET DETAIL
3. BALANCE SHEET DETAIL | 3 Months Ended |
Jun. 30, 2016 | |
BALANCE SHEET DETAIL | |
NOTE 3 - BALANCE SHEET DETAIL | NOTE 3—BALANCE SHEET DETAIL June 30, 2016 March 31, 2016 (In thousands) Inventories: Work-in-progress $ $ Finished goods Inventory at distributors $ $ June 30, 2016 March 31, 2016 (In thousands) Accounts receivable, net: Accounts receivable $ $ Less: Allowances for sales returns, doubtful accounts and other $ $ June 30, 2016 March 31, 2016 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ $ Prepaid income taxes — Escrow deposit — Other receivables Other prepaid expenses and other current assets $ $ June 30, 2016 March 31, 2016 (In thousands) Property and equipment, net: Computer and other equipment $ $ Software Land Building and building improvements Furniture and fixtures Leasehold improvements Less: Accumulated depreciation $ $ Depreciation expense was $324,000 and $292,000 , respectively, for the three months ended June 30, 2016 and 2015. June 30, 2016 March 31, 2016 (In thousands) Other assets: Escrow deposit $ $ Non-current deferred income taxes — Prepaid income taxes — Deposits $ $ The escrow deposits at June 30, 2016 and March 31, 2016 include approximately $2.5 million and $3.0 million respectively, placed in escrow in connection with the Company’s acquisition of MikaMonu Group Ltd. on November 23, 2015. See Note 10 — Acquisition for more information. The following tables summarize the components of intangible assets and related accumulated amortization balances at June 30, 2016 and March 31, 2016 (in thousands): As of June 30, 2016 Gross Carrying Amount Accumulated amortization Net Carrying Amount Intangible assets: Product designs $ $ $ Patents Software — Total $ $ $ As of March 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ $ $ Patents Software — Total $ $ $ Amortization of intangible assets included in cost of revenues was $100,000 and $41,000 , respectively, for the three months ended June 30, 2016 and 2015. As of June 30, 2016, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Three Months Ended June 30, 2017 $ 2018 2019 2020 2021 Thereafter Total $ June 30, 2016 March 31, 2016 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ $ Escrow indemnity accrual — Accrued professional fees Accrued commissions Accrued income taxes Other accrued expenses $ $ June 30, 2016 March 31, 2016 (In thousands) Other accrued expenses: Contingent consideration $ $ Escrow indemnity accrual — Other long-term accrued liabilities $ $ |
4. GOODWILL
4. GOODWILL | 3 Months Ended |
Jun. 30, 2016 | |
Goodwill. | |
NOTE 4-GOODWILL. | NOTE 4—GOODWILL Goodwill represents the difference between the purchase price and the estimated fair value of the identifiable assets acquired and liabilities assumed in a business combination. The Company tests for goodwill impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired. The Company has one reporting unit. The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year. As of March 31, 2016 and June 30, 2016, the Company had a goodwill balance of $8.0 million. The goodwill resulted from the acquisition of MikaMonu Group Ltd. (“MikaMonu”) in fiscal 2016. The Company utilized a two-step quantitative analysis to complete its annual impairment test during the fourth quarter of fiscal 2016 and concluded that there was no impairment, as the fair value of its sole reporting unit exceeded its carrying value. The Company determined that the second step of the impairment test was not necessary. No triggering event took place subsequent to the fiscal 2016 annual assessment that necessitated a quantitative impairment analysis for the Company’s one reporting unit. However, there continues to be a risk that a sustained decline in the Company’s stock price could constitute a triggering event that would require assessment for potential goodwill impairment in fiscal 2017. |
5. INCOME TAXES
5. INCOME TAXES | 3 Months Ended |
Jun. 30, 2016 | |
INCOME TAXES | |
NOTE 5-INCOME TAXES | NOTE 5—INCOME TAXES The current portion of the Company’s unrecognized tax benefits was $0 at both June 30, 2016 and March 31, 2016. The long-term portion at June 30, 2016 and March 31, 2016 was $251,000 and $116,000 , respectively, of which the timing of the resolution is uncertain. As of June 30, 2016, $2,011,000 of unrecognized tax benefits had been recorded as a reduction to net deferred tax assets. As of June 30, 2016 and March 31, 2016, the Company’s net deferred tax assets of $7.6 million and $6.4 million , respectively, were subject to a full valuation allowance. The Company recorded a net deferred tax liability of $821,000 associated with the estimated fair value adjustments of the intangible assets acquired in its acquisition of MikaMonu in the quarter ended December 31, 2015. During the three months ended June 30, 2016, the Company reversed the deferred tax liability and recorded a prepaid tax asset of $636,000 associated the transfer of the acquired intangible assets out of Israel. During the three months ended June 30, 2016, the Company recorded a tax benefit of $71,000 that is included in the tax provision for the quarter then ended, to the reduction of uncertain tax benefits as a result of the lapse of applicable statutes of limitations. Management believes that it is reasonably possible that within the next twelve months the Company could have a reduction in uncertain tax benefits of up to $438,000 , including interest and penalties, related to positions taken with respect to credits and loss carryforwards on previously filed tax returns. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Condensed Consolidated Statements of Operations. The Company is subject to taxation in the United States and various state and foreign jurisdictions. Fiscal years 2013 through 2016 remain open to examination by federal tax authorities, and fiscal years 2012 through 2016 remain open to examination by California tax authorities . The Company’s estimated annual effective income tax rate was approximately (7.0%) and 2.6% as of June 30, 2016 and 2015, respectively. The annual effective tax rate as of June 30, 2016 and 2015 varies from the United States statutory income tax rate primarily due to valuation allowances in the United States, whereby pre-tax losses do not result in the recognition of corresponding income tax benefits and expenses, and the foreign tax differential. |
6. FINANCIAL INSTRUMENTS
6. FINANCIAL INSTRUMENTS | 3 Months Ended |
Jun. 30, 2016 | |
FINANCIAL INSTRUMENTS | |
NOTE 6-FINANCIAL INSTRUMENTS | NOTE 6—FINANCIAL INSTRUMENTS Fair value measurements Authoritative accounting guidance for fair value measurements provides a framework for measuring fair value and related disclosures. The guidance applies to all financial assets and financial liabilities that are measured on a recurring basis. The guidance requires fair value measurement to be classified and disclosed in one of the following three categories: Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities. The fair value of available-for-sale securities included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market. As of June 30, 2016, the Level 1 category included money market funds of $4. 9 million, which were included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. Level 2: Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. The fair value of available-for-sale securities included in the Level 2 category is based on the market values obtained from an independent pricing service that were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well established independent pricing vendors and broker-dealers. As of June 30, 2016, the Level 2 category included short-term investments of $21.7 million and long-term investments of $ 9.4 million , which were comprised of certificates of deposit, corporate debt securities and government and agency securities. Level 3: Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing. As of June 30, 2016, the Company had no Level 3 financial assets and a Level 3 financial liability consisting of the contingent consideration liability for the acquisition of MikaMonu. See Note 10-Acquisition for more information. The fair value of financial assets measured on a recurring basis is as follows (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs June 30, 2016 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ $ $ — $ — Marketable securities — — Total $ $ $ $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs March 31, 2016 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ $ $ — $ — Marketable securities — — Total $ $ $ $ — Short-term and long-term investments All of the Company’s short-term and long-term investments are classified as available-for-sale. Available-for-sale debt securities with maturities greater than twelve months are classified as long-term investments when they are not intended for use in current operations. Investments in available-for-sale securities are reported at fair value with unrecognized gains (losses), net of tax, as a component of accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets. The Company had money market funds of $ 4.9 million and $6.6 million at June 30, 2016 and March 31, 2016, respectively, included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when declines are determined to be other-than-temporary. The following table summarizes the Company’s available-for-sale investments: June 30, 2016 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: State and municipal obligations $ $ — $ — $ Corporate notes — Certificates of deposit — Foreign government obligations — Agency bonds — — Total short-term investments $ $ $ $ Long-term investments: Corporate notes $ $ $ — $ Certificates of deposit — Foreign government obligations — Agency bonds — Total long-term investments $ $ $ — $ March 31, 2016 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: State and municipal obligations $ $ — $ — $ Corporate notes — Agency bonds — Foreign government obligations — Certificates of deposit — Total short-term investments $ $ $ $ Long-term investments: Corporate notes $ $ $ — $ Certificates of deposit Agency bonds — Foreign government obligations — Total long-term investments $ $ $ $ The Company’s investment portfolio consists of both corporate and governmental securities that have a maximum maturity of three years. All unrealized gains are due to changes in interest rates and bond yields. Subject to normal credit risks, the Company has the ability to realize the full value of all these investments upon maturity. The deferred tax liability related to unrecognized gains and losses on short-term and long-term investments was $18,000 and $14,000 at June 30, 2016 and March 31, 2016, respectively. As of June 30, 2016, contractual maturities of the Company’s available-for-sale investments were as follows: Fair Cost Value (In thousands) Maturing within one year $ $ Maturing in one to three years $ $ The Company classifies its short-term investments as “available-for-sale” as they are intended to be available for use in current operations. |
7. COMMITMENTS AND CONTINGENCIE
7. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES. | |
NOTE 7-COMMITMENTS AND CONTINGENCIES | NOTE 7—COMMITMENTS AND CONTINGENCIES Indemnification obligations The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the Company, under which the Company agrees to hold the other party harmless against losses arising from a breach of representations and covenants related to such matters as title to assets sold and certain intellectual property rights. In each of these circumstances, the Company’s indemnification obligations are conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by it under these agreements. It is not possible to predict the maximum potential amount of future payments that may be required under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on its business, financial condition, cash flows or results of operations. Product warranties The Company warrants its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of revenues. Warranty costs were not material for the three months ended June 30, 2016 or 2015. Legal proceedings From time to time, the Company may be involved in litigation relating to claims arising out of its day-to-day operations. |
8. STOCK- BASED COMPENSATION
8. STOCK- BASED COMPENSATION | 3 Months Ended |
Jun. 30, 2016 | |
STOCK- BASED COMPENSATION | |
NOTE 8-STOCK- BASED COMPENSATION | NOTE 8—STOCK-BASED COMPENSATION As of June 30, 2016, 7, 358,792 shares of common stock were available for grant under the Company’s 2007 Equity Incentive Plan. The following table summarizes the Company’s stock option activities for the three months ended June 30, 2016: Weighted Number of Shares Average Weighted Shares Underlying Remaining Average Available for Options Contractual Exercise Intrinsic Grant Outstanding Life (Years) Price Value Balance at March 31, 2016 $ Options reserved — — Granted Exercised — $ Forfeited Balance at June 30, 2016 $ Options vested and exercisable $ $ Options vested and expected to vest $ $ The weighted average fair value per underlying share of options granted during the three months ended June 30, 2016 and 2015 was $1.17 and $1.89 , respectively. Options outstanding by exercise price at June 30, 2016 were as follows: Number of Options Outstanding Options Exercisable Shares Weighted Weighted Average Weighted Underlying Average Remaining Number Average Options Exercise Contractual Vested and Exercise Exercise Price Outstanding Price Life (Years) Exercisable Price $ 2.43 - 3.40 $ $ $ 3.43 - 4.00 $ $ $ 4.17 - 4.81 $ $ $ 4.90 - 4.98 $ $ $ 5.13 - 5.34 $ $ $ 5.50 $ $ $ 5.59 - 6.00 $ $ $ 6.28 - 6.63 $ $ $ 6.82 - 7.00 $ $ $ 9.20 $ $ $ $ The following table summarizes stock-based compensation expense by line item in the Condensed Consolidated Statements of Operations, all relating to employee stock plans: Three Months Ended June 30, 2016 2015 Cost of revenues $ $ Research and development Selling, general and administrative Total $ $ As stock-based compensation expense recognized in the Condensed Consolidated Statement of Operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures in accordance with authoritative guidance. The Company estimates forfeitures at the time of grant and revises the original estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. No tax benefit related to stock-based compensation was recognized in the three months ended June 30, 2016 or June 30, 2015 due to a full valuation allowance. There were no windfall tax benefits realized from exercised stock options in either of these periods. Compensation cost capitalized within inventory at June 30, 2016 was immaterial. As of June 30, 2016, the Company’s total unrecognized compensation cost was $2.7 million, which will be recognized over a weighted average period of 2.08 years. The Company calculated the fair value of stock-based awards in the periods presented using the Black-Scholes option pricing model and the following weighted average assumptions: Three Months Ended June 30, 2016 2015 (In thousands) Stock Option Plans: Risk-free interest rate % % Expected life (in years) Volatility % % Dividend yield — % — % Employee Stock Purchase Plan: Risk-free interest rate % % Expected life (in years) Volatility % % Dividend yield — % — % |
9. SEGMENT AND GEOGRAPHIC INFOR
9. SEGMENT AND GEOGRAPHIC INFORMATION | 3 Months Ended |
Jun. 30, 2016 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
NOTE 9-SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 9—SEGMENT AND GEOGRAPHIC INFORMATION Based on its operating management and financial reporting structure, the Company has determined that it has one reportable business segment: the design, development and sale of integrated circuits. The following is a summary of net revenues by geographic area based on the location to which product is shipped: Three Months Ended June 30, 2016 2015 United States $ $ China Singapore Netherlands Rest of the world $ $ All sales are denominated in United States dollars. |
10. ACQUISITION
10. ACQUISITION | 3 Months Ended |
Jun. 30, 2016 | |
ACQUISITION | |
NOTE 10-ACQUISITION | NOTE 10—ACQUISITION On November 23, 2015, the Company acquired all of the outstanding capital stock of privately held MikaMonu Group Ltd. (“MikaMonu”), a development-stage, Israel-based company that specializes in in-place associative computing for markets including big data, computer vision and cyber security. MikaMonu, located in Tel Aviv, held 12 United States patents and a number of pending patent applications. The acquisition was accounted for as a purchase under authoritative guidance for business combinations. The purchase price of the acquisition has been preliminarily allocated to the intangible assets acquired, with the excess of the purchase price over the fair value of assets acquired recorded as goodwill. The Company will perform a goodwill impairment test in February of each fiscal year. The results of operations of MikaMonu and the estimated fair value of the assets acquired were included in the Company’s condensed consolidated financial statements beginning November 23, 2015. Consideration Under the terms of the acquisition agreement, the Company paid the former MikaMonu shareholders initial cash consideration of approximately $4.4 million at the closing on November 23, 2015. In addition, $484,000 was deposited in escrow to provide a fund for potential future indemnification claims by the Company. This amount is included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet at June 30, 2016. The Company is also required to pay the former MikaMonu shareholders future contingent consideration consisting of retention payments and “earnout” payments, as described below. The Company will make cash retention payments of up to an additional $2.5 million to the three former MikaMonu shareholders in installments over a four -year period, conditioned on the continued employment of Dr. Avidan Akerib, MikaMonu’s co-founder and chief technologist. The retention amount of $2.5 million has been deposited in escrow and is included in other assets on the Condensed Consolidated Balance Sheet at June 30, 2016. The Company will also make “earnout” payments to the former MikaMonu shareholders in cash or shares of the Company’s common stock, at the Company’s discretion, during a period of up to ten years following the closing if certain product development milestones and revenue targets for products based on the MikaMonu technology are achieved. Earnout amounts of $750,000 will be payable if certain product development milestones are achieved by December 31, 2017. Additional earnout amounts of $2,750,000 and $4,000,000 will be payable if certain revenue milestones are achieved by January 1, 2021 and January 1, 2022, respectively; and additional payments, up to a maximum of $30 million, equal to 5% of net revenues from the sale of qualifying products in excess of certain thresholds, will be made quarterly through December 31, 2025. The portion of the retention payment contingently payable to Dr. Akerib (approximately $1.2 million) will be recorded as compensation expense over the period that his services are provided to the Company. The portion of the retention payment contingently payable to the other former MikaMonu shareholders (approximately $1.3 million) plus the maximum amount of the potential earnout payments totals approximately $38.8 million. The Company has determined that the fair value of this contingent consideration liability was $5.8 million at the acquisition date. This contingent consideration liability is included in other accrued expenses on the Condensed Consolidated Balance Sheet at June 30, 2016 and March 31, 2016 in the amount of $5.9 million at each date. The fair value of the contingent consideration liability was determined as of the acquisition date using unobservable inputs. These inputs include the estimated amount and timing of future cash flows, the probability of success (achievement of the various contingent events) and a risk-adjusted discount rate of approximately 14.8% used to adjust the probability-weighted cash flows to their present value. Subsequent to the acquisition date, at each reporting period, the contingent consideration liability will be re-measured at then current fair value with changes recorded in the Consolidated Statements of Operations. Changes in any of the inputs may result in material adjustments to the recorded fair value. Purchase price allocation The allocation of the purchase price to acquired identifiable intangible assets and goodwill was based on their estimated fair values at the date of acquisition. The fair value allocated to patents was $3.5 million and the fair value allocated to goodwill was $8.0 million. The fair value allocated to tangible and identifiable intangible assets and goodwill of MikaMonu acquired on November 23, 2015 was computed as follows (in thousands): Cash and cash equivalents $ Other receivables Property and equipment, net Intangible assets Goodwill Total assets acquired Accrued expenses Net deferred tax liability Total liabilities assumed Fair value of net assets acquired $ The deferred tax liability associated with the estimated fair value adjustments of the intangible assets acquired was recorded at an estimated weighted average statutory tax rate in the jurisdictions where the fair value adjustments may occur. Identifiable intangible assets The following table sets forth the components of the identifiable intangible assets acquired in the MikaMonu acquisition, which are being amortized over their estimated useful lives on a straight-line basis: Fair Value Useful Life (in thousands) (in years) Patents $ 15 Total acquired identifiable intangible assets $ |
1. THE COMPANY AND SUMMARY OF17
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2016 | |
The Company And Summary Of Significant Accounting Policies | |
Basis of consolidation | Basis of presentation The accompanying unaudited condensed consolidated financial statements of GSI Technology, Inc. and its subsidiaries (“GSI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These interim financial statements contain all adjustments (which consist of only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the interim financial information included therein. The Company believes that the disclosures are adequate to make the information not misleading. However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016. The consolidated results of operations for the three months ended June 30, 2016 are not necessarily indicative of the results to be expected for the entire fiscal year. |
Significant accounting policies | Significant accounting policies The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016. |
Recent accounting pronouncements | Recent accounting pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies several aspects of the accounting for share-based payments transactions , including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This accounting standard update will be effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, and early adoption is permitted. The Company is currently evaluating the methods and impact of adopting the new accounting standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) .” The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, “ Elements of Financial Statements ,” and, therefore, recognition of those lease assets and lease liabilities represents a change of previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. This ASU is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. The Company is currently evaluating the impact the pronouncement will have on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Assets.” ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The accounting standard update also updates certain presentation and disclosure requirements. This accounting standard update will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In September 2015, the FASB issued a new accounting standard that eliminates the requirement to restate prior period financial statements for measurement period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement period adjustment including the impact on prior periods be recognized in the reporting period in which the adjustment is identified along with additional disclosures. The new guidance will be effective for the Company beginning in the first quarter of fiscal 2017. The new guidance is required to be adopted prospectively with early adoption permitted for financial statements that have not yet been made available for issuance. The new guidance is not expected to have a material impact on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, " Simplifying the Measurement of Inventory.” This standard update intends to simplify the subsequent measurement of inventory, excluding inventory accounted for under the last-in, first-out or the retail inventory methods. The update replaces the current lower of cost or market test with a lower of cost and net realizable value test. Under the current guidance, market could be replacement cost, net realizable value or net realizable value less an approximately normal profit margin. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The update is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements. In August 2014, the FASB issued new guidance related to the Company’s responsibility to evaluate whether there is substantial doubt about its ability to continue ongoing business operations and to provide relevant footnote disclosures. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, " Revenue from Contracts with Customers ." The new accounting standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is permitted for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. ASU No. 2014-09 provides for one of two methods of transition: retrospective application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements. In March, April and May 2016, the FASB issued additional updates to the new revenue standard relating to reporting revenue on a gross versus net basis, identifying performance obligations and licensing arrangements, and narrow-scope improvements and practical expedients, respectively. The Company is in the process of assessing the impact this additional guidance is expected to have upon adoption, including determining the adoption method. |
2. NET INCOME (LOSS) PER COMM18
2. NET INCOME (LOSS) PER COMMON SHARE (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
NET INCOME (LOSS) PER COMMON SHARE | |
Basic and diluted net loss per share | Three Months Ended June 30, 2016 2015 Net income (loss) $ $ Denominators: Weighted average shares—Basic Dilutive effect of employee stock options — Dilutive effect of employee stock purchase plan options — Weighted average shares—Dilutive Net income (loss) per common share—Basic $ Net income (loss) per common share—Diluted $ |
Anti-dilutive shares | Three Months Ended June 30, 2016 2015 Shares underlying options |
3. BALANCE SHEET DETAIL (Tables
3. BALANCE SHEET DETAIL (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
BALANCE SHEET DETAIL | |
Schedule of Inventories | June 30, 2016 March 31, 2016 (In thousands) Inventories: Work-in-progress $ $ Finished goods Inventory at distributors $ $ |
Schedule of Accounts Receivable, Net | June 30, 2016 March 31, 2016 (In thousands) Accounts receivable, net: Accounts receivable $ $ Less: Allowances for sales returns, doubtful accounts and other $ $ |
Schedule of Prepaid Expenses and Other Current Assets | June 30, 2016 March 31, 2016 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ $ Prepaid income taxes — Escrow deposit — Other receivables Other prepaid expenses and other current assets $ $ |
Schedule of Property and Equipment, Net | June 30, 2016 March 31, 2016 (In thousands) Property and equipment, net: Computer and other equipment $ $ Software Land Building and building improvements Furniture and fixtures Leasehold improvements Less: Accumulated depreciation $ $ |
Schedule of Other Assets | June 30, 2016 March 31, 2016 (In thousands) Other assets: Escrow deposit $ $ Non-current deferred income taxes — Prepaid income taxes — Deposits $ $ |
Schedule of Intangible Assets | The following tables summarize the components of intangible assets and related accumulated amortization balances at June 30, 2016 and March 31, 2016 (in thousands): As of June 30, 2016 Gross Carrying Amount Accumulated amortization Net Carrying Amount Intangible assets: Product designs $ $ $ Patents Software — Total $ $ $ As of March 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ $ $ Patents Software — Total $ $ $ |
Estimated future amortization expense of intangible assets | As of June 30, 2016, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Three Months Ended June 30, 2017 $ 2018 2019 2020 2021 Thereafter Total $ |
Schedule of Accrued Expenses and Other Liabilities | June 30, 2016 March 31, 2016 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ $ Escrow indemnity accrual — Accrued professional fees Accrued commissions Accrued income taxes Other accrued expenses $ $ |
Other Accrued Expenses | June 30, 2016 March 31, 2016 (In thousands) Other accrued expenses: Contingent consideration $ $ Escrow indemnity accrual — Other long-term accrued liabilities $ $ |
6. FINANCIAL INSTRUMENTS (Table
6. FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
FINANCIAL INSTRUMENTS | |
Schedule of fair value of financial assets and liabilities measured on a recurring basis | The fair value of financial assets measured on a recurring basis is as follows (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs June 30, 2016 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ $ $ — $ — Marketable securities — — Total $ $ $ $ — Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs March 31, 2016 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ $ $ — $ — Marketable securities — — Total $ $ $ $ — |
Schedule of available-for-sale investments | June 30, 2016 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: State and municipal obligations $ $ — $ — $ Corporate notes — Certificates of deposit — Foreign government obligations — Agency bonds — — Total short-term investments $ $ $ $ Long-term investments: Corporate notes $ $ $ — $ Certificates of deposit — Foreign government obligations — Agency bonds — Total long-term investments $ $ $ — $ March 31, 2016 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: State and municipal obligations $ $ — $ — $ Corporate notes — Agency bonds — Foreign government obligations — Certificates of deposit — Total short-term investments $ $ $ $ Long-term investments: Corporate notes $ $ $ — $ Certificates of deposit Agency bonds — Foreign government obligations — Total long-term investments $ $ $ $ |
Schedule of contractual maturities of the available-for-sale investments | Fair Cost Value (In thousands) Maturing within one year $ $ Maturing in one to three years $ $ |
8. STOCK- BASED COMPENSATION (T
8. STOCK- BASED COMPENSATION (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
STOCK- BASED COMPENSATION | |
Summary of stock option activities | Weighted Number of Shares Average Weighted Shares Underlying Remaining Average Available for Options Contractual Exercise Intrinsic Grant Outstanding Life (Years) Price Value Balance at March 31, 2016 $ Options reserved — — Granted Exercised — $ Forfeited Balance at June 30, 2016 $ Options vested and exercisable $ $ Options vested and expected to vest $ $ |
Schedule of options outstanding by exercise price | Number of Options Outstanding Options Exercisable Shares Weighted Weighted Average Weighted Underlying Average Remaining Number Average Options Exercise Contractual Vested and Exercise Exercise Price Outstanding Price Life (Years) Exercisable Price $ 2.43 - 3.40 $ $ $ 3.43 - 4.00 $ $ $ 4.17 - 4.81 $ $ $ 4.90 - 4.98 $ $ $ 5.13 - 5.34 $ $ $ 5.50 $ $ $ 5.59 - 6.00 $ $ $ 6.28 - 6.63 $ $ $ 6.82 - 7.00 $ $ $ 9.20 $ $ $ $ |
Summary of stock-based compensation expense by line item | Three Months Ended June 30, 2016 2015 Cost of revenues $ $ Research and development Selling, general and administrative Total $ $ |
Schedule of weighted average assumptions | Three Months Ended June 30, 2016 2015 (In thousands) Stock Option Plans: Risk-free interest rate % % Expected life (in years) Volatility % % Dividend yield — % — % Employee Stock Purchase Plan: Risk-free interest rate % % Expected life (in years) Volatility % % Dividend yield — % — % |
9. SEGMENT AND GEOGRAPHIC INF22
9. SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
Net revenues by geographic area | Three Months Ended June 30, 2016 2015 United States $ $ China Singapore Netherlands Rest of the world $ $ |
10. ACQUISITION (Tables)
10. ACQUISITION (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
ACQUISITION | |
Schedule of fair value allocated to tangible and identifiable intangible assets and goodwill | The fair value allocated to tangible and identifiable intangible assets and goodwill of MikaMonu acquired on November 23, 2015 was computed as follows (in thousands): Cash and cash equivalents $ Other receivables Property and equipment, net Intangible assets Goodwill Total assets acquired Accrued expenses Net deferred tax liability Total liabilities assumed Fair value of net assets acquired $ |
Schedule of components of identifiable assets acquired | Fair Value Useful Life (in thousands) (in years) Patents $ 15 Total acquired identifiable intangible assets $ |
2. NET INCOME (LOSS) PER COMM24
2. NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
NET INCOME (LOSS) PER COMMON SHARE | ||
Net income (loss) | $ 260 | $ (917) |
Weighted average shares-Basic | 21,299 | 22,943 |
Dilutive effect of employee stock options | 223 | |
Dilutive effect of employee stock purchase plan options | 4 | |
Weighted average shares-Dilutive | 21,526 | 22,943 |
Net income (loss) per common share - Basic | $ 0.01 | $ (0.04) |
Net income (loss) per common share - Diluted | $ 0.01 | $ (0.04) |
2. NET INCOME (LOSS) PER COMM25
2. NET INCOME (LOSS) PER COMMON SHARE - Shares underlying options (Details) - shares shares in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
NET INCOME (LOSS) PER COMMON SHARE | ||
Antidilutive shares excluded from computation of EPS | 6,666 | 4,782 |
3. BALANCE SHEET DETAIL - Inven
3. BALANCE SHEET DETAIL - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Inventories: | ||
Work-in-progress | $ 2,000 | $ 1,697 |
Finished goods | 5,266 | 5,011 |
Inventory at distributors | 317 | 466 |
Total Inventory | $ 7,583 | $ 7,174 |
3. BALANCE SHEET DETAIL - Accou
3. BALANCE SHEET DETAIL - Accounts receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Accounts receivable, net: | ||
Accounts receivable | $ 9,281 | $ 7,578 |
Less: Allowances for sales returns, doubtful accounts and other | (101) | (100) |
Total accounts receivable, net | $ 9,180 | $ 7,478 |
3. BALANCE SHEET DETAIL - Prepa
3. BALANCE SHEET DETAIL - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Prepaid expenses and other current assets: | ||
Prepaid tooling and masks | $ 860 | $ 1,224 |
Prepaid income taxes | 43 | |
Escrow deposit | 484 | |
Other receivables | 358 | 230 |
Other prepaid expenses and other current assets | 647 | 744 |
Total prepaid expenses and other current assets | $ 2,392 | $ 2,198 |
3. BALANCE SHEET DETAIL - Prope
3. BALANCE SHEET DETAIL - Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Property and equipment, net: | |||
Property and equipment, gross | $ 30,275,000 | $ 30,144,000 | |
Less: Accumulated depreciation | (21,811,000) | (21,491,000) | |
Property, Plant and Equipment, Net, Total | 8,464,000 | 8,653,000 | |
Depreciation | 324,000 | $ 292,000 | |
Computer and other equipment | |||
Property and equipment, net: | |||
Property and equipment, gross | 18,520,000 | 18,394,000 | |
Software | |||
Property and equipment, net: | |||
Property and equipment, gross | 4,793,000 | 4,793,000 | |
Land | |||
Property and equipment, net: | |||
Property and equipment, gross | 3,900,000 | 3,900,000 | |
Building and building improvements | |||
Property and equipment, net: | |||
Property and equipment, gross | 2,256,000 | 2,256,000 | |
Furniture and fixtures | |||
Property and equipment, net: | |||
Property and equipment, gross | 110,000 | 114,000 | |
Leasehold improvements | |||
Property and equipment, net: | |||
Property and equipment, gross | $ 696,000 | $ 687,000 |
3. BALANCE SHEET DETAIL - Other
3. BALANCE SHEET DETAIL - Other assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Other assets: | ||
Escrow deposit | $ 2,500 | $ 2,984 |
Non-current deferred income taxes | 35 | |
Prepaid income taxes | 585 | |
Deposits | 119 | 102 |
Total Other Assets | $ 3,239 | $ 3,086 |
3. BALANCE SHEET DETAIL - Intan
3. BALANCE SHEET DETAIL - Intangible assets (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Gross Carrying Amount | $ 4,890,000 | $ 4,890,000 | |
Accumulated Amortization | (1,339,000) | (1,239,000) | |
Net Carrying Amount | 3,551,000 | 3,651,000 | |
Amortization of intangible assets | 100,000 | $ 41,000 | |
Product designs | |||
Gross Carrying Amount | 590,000 | 590,000 | |
Accumulated Amortization | (576,000) | (555,000) | |
Net Carrying Amount | 14,000 | 35,000 | |
Patents | |||
Gross Carrying Amount | 4,220,000 | 4,220,000 | |
Accumulated Amortization | (683,000) | (604,000) | |
Net Carrying Amount | 3,537,000 | 3,616,000 | |
Software. | |||
Gross Carrying Amount | 80,000 | 80,000 | |
Accumulated Amortization | $ (80,000) | $ (80,000) |
3. BALANCE SHEET DETAIL - Amort
3. BALANCE SHEET DETAIL - Amortization expense (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Estimated future amortization expense | |
2,017 | $ 327 |
2,018 | 313 |
2,019 | 247 |
2,020 | 233 |
2,021 | 233 |
Thereafter | 2,198 |
Total | $ 3,551 |
3. BALANCE SHEET DETAIL - Accru
3. BALANCE SHEET DETAIL - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Accrued expenses and other liabilities: | ||
Accrued compensation | $ 2,369 | $ 3,082 |
Escrow indemnity accrual | 484 | |
Accrued professional fees | 173 | 83 |
Accrued commissions | 363 | 284 |
Accrued income taxes | 373 | 15 |
Other accrued expenses | 649 | 934 |
Total Accrued Expenses and Other Liabilities | $ 4,411 | $ 4,398 |
3. BALANCE SHEET DETAIL - Oth34
3. BALANCE SHEET DETAIL - Other LT accrued liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Other accrued expenses: | ||
Contingent consideration | $ 5,895 | $ 5,856 |
Escrow indemnity accrual | 484 | |
Other long term accrued liabilities | 261 | 152 |
Other accrued expenses | $ 6,156 | $ 6,492 |
4. GOODWILL (Details)
4. GOODWILL (Details) | 3 Months Ended | |
Jun. 30, 2016USD ($)segment | Mar. 31, 2016USD ($) | |
Goodwill. | ||
Goodwill | $ 8,030,000 | $ 8,030,000 |
Goodwill impairment | $ 0 | |
Number of Reportable Segments | segment | 1 |
5. INCOME TAXES (Details)
5. INCOME TAXES (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
Unrecognized tax benefits, current | $ 0 | $ 0 | ||
Unrecognized tax benefits, noncurrent | 251,000 | 116,000 | ||
Deferred tax assets unrecognized tax benefit | 2,011,000 | |||
Possible reduction in uncertain tax benefits | 438,000 | |||
Net deferred tax assets | 7,600,000 | $ 6,400,000 | ||
Prepaid tax asset | $ 636,000 | |||
Effective annual income tax rate (as a percentage) | (7.00%) | 2.60% | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Lapses during the current year applicable to statutes of limitations | $ 71,000 | |||
MikaMonu | ||||
Net deferred tax liability | $ 821,000 |
6. FINANCIAL INSTRUMENTS (Detai
6. FINANCIAL INSTRUMENTS (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 |
Fair value measurements | ||
Money market funds | $ 4,914 | $ 6,611 |
Marketable securities | 31,131 | 34,297 |
Assets | 36,045 | 40,908 |
Level 1 | ||
Fair value measurements | ||
Money market funds | 4,914 | 6,611 |
Assets | 4,914 | 6,611 |
Level 2 | ||
Fair value measurements | ||
Marketable securities | 31,131 | 34,297 |
Assets | 31,131 | $ 34,297 |
Level 3 | ||
Fair value measurements | ||
Assets | $ 0 |
6. FINANCIAL INSTRUMENTS - Avai
6. FINANCIAL INSTRUMENTS - Available for sale investments (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Available-for-sale investments | ||
Cost | $ 31,080,000 | |
Fair Value | $ 31,131,000 | |
Other information | ||
Maximum maturity period of investment portfolio | 3 years | |
Deferred tax liability related to unrecognized gains and losses on short-term and long-term investments | $ 18,000 | $ 14,000 |
Short-term investments | ||
Available-for-sale investments | ||
Cost | 21,713,000 | 23,137,000 |
Gross Unrealized Gains | 16,000 | 16,000 |
Gross Unrealized Losses | (2,000) | (3,000) |
Fair Value | 21,727,000 | 23,150,000 |
Short-term investments | State and municipal obligations | ||
Available-for-sale investments | ||
Cost | 1,000,000 | 1,011,000 |
Fair Value | 1,000,000 | 1,011,000 |
Short-term investments | Corporate notes | ||
Available-for-sale investments | ||
Cost | 4,265,000 | 5,680,000 |
Gross Unrealized Losses | (2,000) | (3,000) |
Fair Value | 4,263,000 | 5,677,000 |
Short-term investments | Certificates of deposits | ||
Available-for-sale investments | ||
Cost | 11,750,000 | 11,750,000 |
Gross Unrealized Gains | 14,000 | 12,000 |
Fair Value | 11,764,000 | 11,762,000 |
Short-term investments | Foreign government obligations | ||
Available-for-sale investments | ||
Cost | 2,698,000 | 2,695,000 |
Gross Unrealized Gains | 2,000 | 3,000 |
Fair Value | 2,700,000 | 2,698,000 |
Short-term investments | Agency bonds | ||
Available-for-sale investments | ||
Cost | 2,000,000 | 2,001,000 |
Gross Unrealized Gains | 1,000 | |
Fair Value | 2,000,000 | 2,002,000 |
Long-term investment | ||
Available-for-sale investments | ||
Cost | 9,367,000 | 11,118,000 |
Gross Unrealized Gains | 37,000 | 30,000 |
Gross Unrealized Losses | (1,000) | |
Fair Value | 9,404,000 | 11,147,000 |
Long-term investment | Corporate notes | ||
Available-for-sale investments | ||
Cost | 558,000 | 558,000 |
Gross Unrealized Gains | 2,000 | 1,000 |
Fair Value | 560,000 | 559,000 |
Long-term investment | Certificates of deposits | ||
Available-for-sale investments | ||
Cost | 6,750,000 | 8,500,000 |
Gross Unrealized Gains | 30,000 | 24,000 |
Gross Unrealized Losses | (1,000) | |
Fair Value | 6,780,000 | 8,523,000 |
Long-term investment | Foreign government obligations | ||
Available-for-sale investments | ||
Cost | 1,059,000 | 1,060,000 |
Gross Unrealized Gains | 1,000 | 1,000 |
Fair Value | 1,060,000 | 1,061,000 |
Long-term investment | Agency bonds | ||
Available-for-sale investments | ||
Cost | 1,000,000 | 1,000,000 |
Gross Unrealized Gains | 4,000 | 4,000 |
Fair Value | $ 1,004,000 | $ 1,004,000 |
6. FINANCIAL INSTRUMENTS - Cont
6. FINANCIAL INSTRUMENTS - Contractual maturities (Details) $ in Thousands | Jun. 30, 2016USD ($) |
FINANCIAL INSTRUMENTS | |
Maturing within one year, Cost | $ 21,713 |
Maturing in one to three years, Cost | 9,367 |
Total | 31,080 |
Maturing within one year, Fair Value | 21,727 |
Maturing in one to three years, Fair Value | 9,404 |
Fair Value | $ 31,131 |
7. COMMITMENTS AND CONTINGENC40
7. COMMITMENTS AND CONTINGENCIES - Royalties and Product Warranties (Details) | 3 Months Ended |
Jun. 30, 2016 | |
Product warranties | |
Warranty period | 3 years |
8. STOCK- BASED COMPENSATION -
8. STOCK- BASED COMPENSATION - Stock options activities (Details) | 3 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
STOCK- BASED COMPENSATION | |
Shares available for grant, Beginning | 6,432,063 |
Options reserved (in shares) | 1,085,818 |
Granted (in shares) | (160,590) |
Forfeited (in shares) | 1,501 |
Shares available for grant, Ending | 7,358,792 |
Number of Shares Underlying Options Outstanding | |
Balance at the beginning of the period (in shares) | 7,625,705 |
Granted (in shares) | 160,590 |
Exercised (in shares) | (20,200) |
Forfeited (in shares) | (2,101) |
Balance at the end of the period (in shares) | 7,763,994 |
Options vested and exercisable (in shares) | 5,417,275 |
Options vested and expected to vest (in shares) | 7,719,468 |
Weighted Average Remaining Contractual Life | |
Options vested and exercisable | 3 years 6 months 29 days |
Options vested and expected to vest | 5 years |
Weighted Average Exercise Price | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 5.08 |
Granted (in dollars per share) | $ / shares | 3.60 |
Exercised (in dollars per share) | $ / shares | 3.39 |
Forfeited (in dollars per share) | $ / shares | 5.82 |
Balance at the end of the period (in dollars per share) | $ / shares | 5.05 |
Options vested and exercisable (in dollars per share) | $ / shares | 5.03 |
Options vested and expected to vest (in dollars per share) | $ / shares | $ 5.05 |
Intrinsic Value | |
Exercised (in dollars) | $ | $ 10,208 |
Options vested and exercisable (in dollars) | $ | 1,043,486 |
Options vested and expected to vest (in dollars) | $ | $ 1,365,215 |
8. STOCK- BASED COMPENSATION 42
8. STOCK- BASED COMPENSATION - Options outstanding by exercise price (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Options outstanding by exercise price | ||
Exercise Price (in dollars per share) | $ 5.05 | $ 5.08 |
Number of Shares Underlying Options Outstanding (in shares) | 7,763,994 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.05 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 7 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 5,417,275 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.03 | |
$2.43 - $3.40 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 2.43 | |
Exercise Price, high end of range (in dollars per share) | $ 3.40 | |
Number of Shares Underlying Options Outstanding (in shares) | 885,004 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.17 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 10 months 2 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 576,194 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 3.04 | |
$3.43 - $4.00 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 3.43 | |
Exercise Price, high end of range (in dollars per share) | $ 4 | |
Number of Shares Underlying Options Outstanding (in shares) | 1,269,559 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.79 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 8 months 23 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 1,108,969 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 3.82 | |
$4.17 - $4.81 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 4.17 | |
Exercise Price, high end of range (in dollars per share) | $ 4.81 | |
Number of Shares Underlying Options Outstanding (in shares) | 934,778 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.41 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 6 months | |
Options Exercisable, Number Vested and Exercisable (in shares) | 778,140 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.40 | |
$4.90 - $4.98 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 4.90 | |
Exercise Price, high end of range (in dollars per share) | $ 4.98 | |
Number of Shares Underlying Options Outstanding (in shares) | 793,963 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.95 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 7 months 28 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 327,028 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.91 | |
$5.13 - $5.34 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 5.13 | |
Exercise Price, high end of range (in dollars per share) | $ 5.34 | |
Number of Shares Underlying Options Outstanding (in shares) | 625,513 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.23 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 3 months | |
Options Exercisable, Number Vested and Exercisable (in shares) | 90,829 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.22 | |
$ 5.50 | ||
Options outstanding by exercise price | ||
Exercise Price (in dollars per share) | $ 5.50 | |
Number of Shares Underlying Options Outstanding (in shares) | 782,833 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.50 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 months 17 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 782,833 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.50 | |
$5.59 - $6.00 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 5.59 | |
Exercise Price, high end of range (in dollars per share) | $ 6 | |
Number of Shares Underlying Options Outstanding (in shares) | 899,830 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.77 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 11 months 27 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 568,526 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.80 | |
$6.28 - $6.63 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 6.28 | |
Exercise Price, high end of range (in dollars per share) | $ 6.63 | |
Number of Shares Underlying Options Outstanding (in shares) | 807,758 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.48 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 9 months 29 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 645,179 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.47 | |
$6.82 - $7.00 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 6.82 | |
Exercise Price, high end of range (in dollars per share) | $ 7 | |
Number of Shares Underlying Options Outstanding (in shares) | 651,376 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.90 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 6 months 4 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 426,197 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.91 | |
$ 9.20 | ||
Options outstanding by exercise price | ||
Exercise Price (in dollars per share) | $ 9.20 | |
Number of Shares Underlying Options Outstanding (in shares) | 113,380 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 9.20 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 7 months 2 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 113,380 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 9.20 |
8. STOCK- BASED COMPENSATION 43
8. STOCK- BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation expense by line item | ||
Stock-based compensation expense | $ 443 | $ 474 |
Other information | ||
Income tax benefit recognized from allocation of share-based compensation expense | 0 | 0 |
Windfall tax benefits recognized | 0 | 0 |
Unrecognized compensation costs | $ 2,700 | |
Weighted average period of recognition of unrecognized compensation costs | 2 years 29 days | |
Cost of revenues | ||
Stock-based compensation expense by line item | ||
Stock-based compensation expense | $ 73 | 69 |
Research and development | ||
Stock-based compensation expense by line item | ||
Stock-based compensation expense | 203 | 217 |
Selling, general and administrative | ||
Stock-based compensation expense by line item | ||
Stock-based compensation expense | $ 167 | $ 188 |
8. STOCK- BASED COMPENSATION 44
8. STOCK- BASED COMPENSATION - Weighted average assumptions (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation | ||
Weighted average fair value per underlying share of options granted (in dollars per share) | $ 1.17 | $ 1.89 |
Employee Consultants And Directors Stock Options | ||
Stock-based compensation | ||
Risk-free interest rate (as a percent) | 1.26% | 1.52% |
Expected life | 5 years | 5 years |
Volatility (as a percent) | 34.80% | 38.00% |
Employee stock purchase plan | ||
Stock-based compensation | ||
Risk-free interest rate (as a percent) | 0.38% | 0.09% |
Expected life | 6 months | 6 months |
Volatility (as a percent) | 39.60% | 26.30% |
9. SEGMENT AND GEOGRAPHIC INF45
9. SEGMENT AND GEOGRAPHIC INFORMATION (Details) $ in Thousands | 3 Months Ended | |
Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | |
Net revenues and long-lived assets by geographic area | ||
Revenue, Net | $ 12,946 | $ 14,025 |
Number of reportable business segments | segment | 1 | |
United States | ||
Net revenues and long-lived assets by geographic area | ||
Revenue, Net | $ 4,825 | 5,948 |
China | ||
Net revenues and long-lived assets by geographic area | ||
Revenue, Net | 3,232 | 3,798 |
Singapore | ||
Net revenues and long-lived assets by geographic area | ||
Revenue, Net | 3,295 | 1,398 |
Netherlands | ||
Net revenues and long-lived assets by geographic area | ||
Revenue, Net | 379 | 1,698 |
Rest of the world | ||
Net revenues and long-lived assets by geographic area | ||
Revenue, Net | $ 1,215 | $ 1,183 |
10. ACQUISITION (Details)
10. ACQUISITION (Details) | Nov. 23, 2015USD ($)employeepatent | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) |
Acquisition disclosure | |||
Contingent consideration liability | $ 5,895,000 | $ 5,856,000 | |
Assets acquired and liabilities assumed | |||
Goodwill | 8,030,000 | 8,030,000 | |
MikaMonu | |||
Acquisition disclosure | |||
Number of former shareholders receiving retention payments | employee | 3 | ||
Cash paid for acquisition | $ 4,400,000 | ||
Contingent consideration, acquisition date fair value | 2,500,000 | ||
Amount of payment held in escrow | $ 484,000 | ||
Term of additional contingent payments | 4 years | ||
Discount rate (as a percent) | 14.80% | ||
Contingent consideration liability | $ 5,800,000 | ||
Assets acquired and liabilities assumed | |||
Cash and cash equivalents | 1,000 | ||
Other receivables | 54,000 | ||
Property and equipment, net | 10,000 | ||
Intangible assets | 3,500,000 | ||
Goodwill | 8,030,000 | ||
Total assets acquired | 11,595,000 | ||
Accrued expenses | (10,000) | ||
Net deferred tax liability | (821,000) | ||
Total liabilities assumed | (831,000) | ||
Fair value of net assets acquired | 10,764,000 | ||
MikaMonu | Patents | |||
Assets acquired and liabilities assumed | |||
Intangible assets | $ 3,500,000 | ||
Useful life | 15 years | ||
MikaMonu | Other assets | |||
Acquisition disclosure | |||
Amount of payment held in escrow | $ 2,500,000 | ||
MikaMonu | Other accrued expenses | |||
Acquisition disclosure | |||
Contingent consideration | 5,900,000 | $ 5,900,000 | |
MikaMonu | United States | |||
Acquisition disclosure | |||
Number of patents held | patent | 12 | ||
MikaMonu | Continued employment of Dr. Avidan Akerib | |||
Acquisition disclosure | |||
Contingent consideration | $ 1,200,000 | ||
MikaMonu | Product development milestones and revenue targets | |||
Acquisition disclosure | |||
Contingent consideration | 1,300,000 | ||
Term of additional contingent payments | 10 years | ||
MikaMonu | Product development milestones and revenue targets | Maximum | |||
Acquisition disclosure | |||
Contingent consideration | $ 38,800,000 | ||
MikaMonu | Product development milestones to be achieved by December 31, 2017 | |||
Acquisition disclosure | |||
Contingent consideration | $ 750,000 | ||
MikaMonu | Revenue milestones to be achieved by January, 1 2021 | |||
Acquisition disclosure | |||
Contingent consideration | 2,750,000 | ||
MikaMonu | Revenue milestones to be achieved by January, 1 2022 | |||
Acquisition disclosure | |||
Contingent consideration | 4,000,000 | ||
MikaMonu | Quarterly payments based on net revenue | Maximum | |||
Acquisition disclosure | |||
Contingent consideration | $ 30,000,000 | ||
Contingent consideration, percent of net revenue | 5.00% |