Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2020 | May 31, 2020 | Sep. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | GSI TECHNOLOGY INC | ||
Entity Central Index Key | 0001126741 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2020 | ||
Current Fiscal Year End Date | --03-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Current Reporting Status | Yes | ||
Trading Symbol | GSIT | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Amendment Flag | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 23,607,773 | ||
Entity Public Float | $ 153.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 51,506 | $ 42,495 |
Short-term investments | 15,061 | 19,346 |
Accounts receivable, net | 6,330 | 7,339 |
Inventories | 4,282 | 5,685 |
Prepaid expenses and other current assets | 1,934 | 2,500 |
Total current assets | 79,113 | 77,365 |
Property and equipment, net | 8,119 | 9,001 |
Operating lease right-of-use assets | 617 | |
Long-term investments | 4,117 | 8,997 |
Goodwill | 7,978 | 7,978 |
Intangible assets, net | 2,489 | 2,722 |
Other assets | 128 | 160 |
Total assets | 102,561 | 106,223 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 1,184 | 1,864 |
Lease liabilities, current | 498 | |
Accrued expenses and other liabilities | 6,578 | 6,869 |
Total current liabilities | 8,260 | 8,733 |
Income taxes payable | 620 | 622 |
Lease liabilities, non-current | 142 | |
Contingent consideration, non-current | 3,898 | 3,713 |
Total liabilities | 12,920 | 13,068 |
Commitments and contingencies (Note 9) | ||
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: 23,229,286 and 22,320,156 shares, respectively | 23 | 22 |
Additional paid-in capital | 40,176 | 33,462 |
Accumulated other comprehensive income (loss) | 71 | (37) |
Retained earnings | 49,371 | 59,708 |
Total stockholders' equity | 89,641 | 93,155 |
Total liabilities and stockholders' equity | $ 102,561 | $ 106,223 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
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 | 23,229,286 | 22,320,156 |
Common stock, shares outstanding | 23,229,286 | 22,320,156 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | |||
Net revenues | $ 43,343 | $ 51,486 | $ 42,643 |
Cost of revenues | 18,000 | 19,858 | 20,217 |
Gross profit | 25,343 | 31,628 | 22,426 |
Operating expenses: | |||
Research and development | 25,223 | 21,355 | 16,998 |
Selling, general and administrative | 10,922 | 10,455 | 9,899 |
Total operating expenses | 36,145 | 31,810 | 26,897 |
Loss from operations | (10,802) | (182) | (4,471) |
Interest income, net | 783 | 671 | 421 |
Other expense, net | (71) | (221) | (12) |
Income (loss) before income taxes | (10,090) | 268 | (4,062) |
Provision for income taxes | 247 | 105 | 453 |
Net income (loss) | $ (10,337) | $ 163 | $ (4,515) |
Net income (loss) per share: | |||
Basic | $ (0.45) | $ 0.01 | $ (0.21) |
Diluted | $ (0.45) | $ 0.01 | $ (0.21) |
Weighted average shares used in per share calculations: | |||
Basic | 22,968 | 21,889 | 21,085 |
Diluted | 22,968 | 23,349 | 21,085 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Income and Comprehensive Income [Abstract] | |||||||||||
Net income (loss) | $ (3,824) | $ (4,620) | $ (1,768) | $ (125) | $ (102) | $ 2,262 | $ (351) | $ (1,646) | $ (10,337) | $ 163 | $ (4,515) |
Net unrealized gain (loss) on available-for-sale investments | 108 | 105 | (80) | ||||||||
Total comprehensive income (loss) | $ (10,229) | $ 268 | $ (4,595) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total |
Beginning Balance - Shares at Mar. 31, 2017 | 20,612,757 | ||||
Beginning Balance - Amount at Mar. 31, 2017 | $ 21 | $ 21,830 | $ (62) | $ 64,655 | $ 86,444 |
Issuance of common stock under employee stock option plans, shares | 794,490 | ||||
Issuance of common stock under employee stock option plans, amount | 3,491 | 3,491 | |||
Stock-based compensation expense | 2,070 | 2,070 | |||
Impact of adoption of ASU 2016-16 | ASU 2016-16 | (595) | (595) | |||
Comprehensive loss: | |||||
Net income (loss) | (4,515) | (4,515) | |||
Net unrealized gain (loss) on available-for-sale investments | (80) | (80) | |||
Ending Balance, Shares at Mar. 31, 2018 | 21,407,247 | ||||
Ending Balance, Amount at Mar. 31, 2018 | $ 21 | 27,391 | (142) | 59,545 | 86,815 |
Issuance of common stock under employee stock option plans, shares | 933,746 | ||||
Issuance of common stock under employee stock option plans, amount | $ 1 | 3,908 | 3,909 | ||
Repurchase and retirement of common stock, shares | (20,837) | ||||
Repurchase and retirement of common stock, amount | (103) | (103) | |||
Stock-based compensation expense | 2,266 | 2,266 | |||
Comprehensive loss: | |||||
Net income (loss) | 163 | 163 | |||
Net unrealized gain (loss) on available-for-sale investments | 105 | 105 | |||
Ending Balance, Shares at Mar. 31, 2019 | 22,320,156 | ||||
Ending Balance, Amount at Mar. 31, 2019 | $ 22 | 33,462 | (37) | 59,708 | 93,155 |
Issuance of common stock under employee stock option plans, shares | 909,130 | ||||
Issuance of common stock under employee stock option plans, amount | $ 1 | 4,148 | 4,149 | ||
Stock-based compensation expense | 2,566 | 2,566 | |||
Comprehensive loss: | |||||
Net income (loss) | (10,337) | (10,337) | |||
Net unrealized gain (loss) on available-for-sale investments | 108 | 108 | |||
Ending Balance, Shares at Mar. 31, 2020 | 23,229,286 | ||||
Ending Balance, Amount at Mar. 31, 2020 | $ 23 | $ 40,176 | $ 71 | $ 49,371 | $ 89,641 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (10,337) | $ 163 | $ (4,515) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||
Allowance for doubtful accounts and other | (17) | 39 | (41) |
Provision for excess and obsolete inventories | 343 | 1,195 | 1,561 |
Non-cash lease expense | 611 | ||
Depreciation and amortization | 1,434 | 1,454 | 1,255 |
Stock-based compensation | 2,566 | 2,266 | 2,070 |
Amortization of premium on investments | (36) | 73 | |
Changes in assets and liabilities: | |||
Accounts receivable | 1,026 | (2,099) | 1,111 |
Inventory | 1,060 | (1,333) | 2,103 |
Prepaid expenses and other assets | (431) | (144) | 117 |
Accounts payable | (680) | 48 | 189 |
Accrued expenses and other liabilities | (256) | 1,453 | (2,858) |
Net cash provided by (used in) operating activities | (4,681) | 3,006 | 1,065 |
Cash flows from investing activities: | |||
Purchase of investments | (18,116) | (20,307) | (13,243) |
Maturities of short-term investments | 27,418 | 18,173 | 16,140 |
Decrease in MikaMonu escrow deposit | 1,000 | 750 | 1,234 |
Purchases of property and equipment | (331) | (2,090) | (1,320) |
Net cash provided by (used in) investing activities | 9,971 | (3,474) | 2,811 |
Cash flows from financing activities: | |||
Payment of contingent consideration | (720) | ||
Payment of MikaMonu escrow deposit | (428) | (364) | (862) |
Repurchase of common stock | (103) | ||
Proceeds from issuance of common stock under employee stock plans | 4,149 | 3,909 | 3,491 |
Net cash provided by financing activities | 3,721 | 2,722 | 2,629 |
Net increase in cash and cash equivalents | 9,011 | 2,254 | 6,505 |
Cash and cash equivalents at beginning of the period | 42,495 | 40,241 | 33,736 |
Cash and cash equivalents at end of the period | 51,506 | 42,495 | 40,241 |
Non-cash financing activities: | |||
Purchases of property and equipment through accounts payable and accruals | 19 | 31 | 105 |
Supplemental cash flow information: | |||
Net cash paid for income taxes | $ 345 | $ 11 | $ 39 |
1. THE COMPANY AND SUMMARY OF S
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2020 | |
The Company And Summary Of Significant Accounting Policies | |
NOTE 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1—THE COMPANY AN The Company GSI Technology, Inc. (the “Company”) was incorporated in California in March 1995 and reincorporated in Delaware on June 9, 2004. The Company is a provider of high performance semiconductor memory solutions to networking, industrial, medical, aerospace and military customers. The Company’s products are incorporated primarily in high-performance networking and telecommunications equipment, such as routers, switches, wide area network infrastructure equipment, wireless base stations and network access equipment. In addition, the Company serves the ongoing needs of the military, industrial, test equipment and medical markets for high-performance SRAMs. The Company’s in-place associative computing product is targeted for markets including big data, computer vision and cyber security. Accounting principles The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Basis of consolidation The consolidated financial statements include the accounts of the Company’s four wholly-owned subsidiaries, GSI Technology Holdings, Inc., GSI Technology (BVI), Inc., GSI Technology Israel Ltd. and GSI Technology Taiwan, Inc. All inter-company transactions and balances have been eliminated in consolidation. Use of estimates The preparation of 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 date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are inherent in the preparation of the consolidated financial statements and include revenue recognition, obsolete and excess inventory, the valuation allowance on deferred tax assets, stock-based compensation, contingent consideration and the valuation of goodwill. The uncertainty created by the COVID-19 global pandemic and efforts to contain it, has made such estimates more difficult and subjective. Actual results could differ materially from those estimates. Risk and uncertainties On March 11, 2020, the World Health Organization announced that COVID-19, a respiratory illness, caused by a novel coronavirus is a pandemic. COVID-19 has spread to many of the countries in which the Company, its customers, suppliers and other business partners conduct business. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including the Company and its employees, are taking additional steps to avoid or reduce infection, including limiting travel and working from home. These measures are disrupting normal business operations both in and outside of affected areas and have had significant negative impacts on businesses and financial markets worldwide. The Company continues to monitor its operations and government recommendations and have made modifications to its normal operations because of the COVID-19 global pandemic. The Company has instituted many preventative measures and is regularly evaluating those measures and others as it continues to better understand its current and future operating environment. Except for the Company’s employees located in Taiwan, the majority of its employees are working from home around the world, and productivity remains high. The Company has maintained a substantial portion of its manufacturing operational capacity at its primary manufacturing support facility located in Hsin Chu, Taiwan where the Company’s suppliers are located and where all of the Company’s products are manufactured. Since the outbreak of COVID-19, aside from the lengthening of lead times for wafers and assembly services, the Company has experienced minimal impact on its manufacturing operations in Taiwan. Final testing of the Company’s products are conducted in house. Shipping and receiving operations are being maintained by a skeleton crew with minimal impact. The Company’s revenues may be impacted by possible changes in customer buying patterns and communication limitations related to shelter in place restrictions that require a significant number of its customer contacts to work from home. The disruption to the marketplace resulting from the COVID-19 global pandemic that the Company is currently experiencing is unlike anything the Company has ever had to deal with. While the Company continues to monitor the business metrics that it has historically used to predict its financial performance, the Company is uncertain as to whether these metrics will operate consistently with its historical experience. The Company believes that during the next 12 months the COVID-19 pandemic could impact general economic activity and demand in its end markets. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have an adverse effect on the Company’s results of operations, financial position, and liquidity in fiscal year 2021. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act is an approximate $2 trillion emergency economic stimulus package passed in response to the COVID-19 global pandemic. The CARES Act includes direct financial assistance to Americans in the form of one-time payments to individuals, aid to small businesses in the form of loans and grants and other efforts to stabilize the U.S. economy and keep Americans employed. The Company has not filed, and currently does not intend to file, for funding related to the CARES Act due to its strong balance sheet and liquidity position with $70.7 million in cash and cash equivalents, short-term investments and long-term investments and no debt outstanding as of March 31, 2020. The Company currently has no plans to defer payroll taxes, to layoff or furlough employees or to modify leases and stock compensation plans. Also included in the CARES Act are numerous income tax provisions including changes to the net operating loss rules which the Company believes will not have a significant impact. The Company buys all of its SRAM wafers, an integral components of its products, from a single supplier and is also dependent on independent suppliers to assemble and test its products. During the years ended March 31, 2020, 2019 and 2018 , all of the wafers used in the Company’s SRAM products were supplied by Taiwan Semiconductor Manufacturing Company Limited, or TSMC. If this supplier fails to satisfy the Company’s requirements on a timely basis at competitive prices, the Company could suffer manufacturing delays, a possible loss of revenues, or higher cost of revenues, any of which could adversely affect operating results. A majority of the Company’s net revenues come from sales to customers in the networking and telecommunications equipment industry. A decline in demand in this industry could have a material adverse effect on the Company’s operating results and financial condition. Because much of the manufacturing and testing of the Company’s products is conducted in Taiwan, its business performance may be affected by changes in Taiwan’s political, social and economic environment. For example, any political instability resulting from the relationship among the United States, Taiwan and the People’s Republic of China could damage the Company’s business. Moreover, the role of the Taiwanese government in the Taiwanese economy is significant. Taiwanese policies toward economic liberalization, and laws and policies affecting technology companies, foreign investment, currency exchange rates, taxes and other matters could change, resulting in greater restrictions on the Company’s and its suppliers' ability to do business and operate facilities in Taiwan. If any of these risks were to occur, the Company’s business could be harmed. Some of the Company’s suppliers and the Company’s two principal operations are located near fault lines. In the event of a major earthquake, typhoon or other natural disaster near the facilities of any of these suppliers or the Company, the Company’s business could be harmed. From time to time, the Company is involved in legal actions. There are many uncertainties associated with any litigation, and the Company may not prevail. If information becomes available that causes us to determine that a loss in any of our pending litigation, or the settlement of such litigation, is probable, and we can reasonably estimate the loss associated with such events, we will record the loss in accordance with GAAP. However, the actual liability in any such litigation may be materially different from our estimates, which could require us to record additional costs . Revenue recognition The Company implemented ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606 )” and several supplemental and/or clarifying ASUs (collectively, "ASC 606") in fiscal 2019. T he Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under this criteria, revenue from the sale of products is generally recognized upon shipment according to the Company’s shipping terms, net of accruals for estimated variable consideration resulting from sales returns and allowances based on historical experience. For sales to consignment warehouses, who purchase products from the Company for use by contract manufacturers, revenues are recognized upon delivery to the contract manufacturer. Prior to implementation of ASC 606, sales to certain distributors were made under agreements allowing for returns or credits under certain circumstances. We therefore deferred recognition of revenue on sales to those distributors under these terms until products were resold by the distributor. During fiscal 2018, we revised our distribution agreements to these distributors to eliminate ship from stock and debits and price protection. Under these revised distribution agreements, selling prices were fixed and determinable on the date of shipment and revenue was recognized upon shipment. Additionally, we recognized additional revenue of $2.0 million in fiscal 2018 on the dates that the distribution agreements were revised for product held by our distributors as the price became fixed and determinable. Cash and cash equivalents Cash and cash equivalents include cash in demand accounts and highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase, stated at cost, which approximates their fair value. 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)” on the Consolidated Balance Sheets. The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when the declines in fair value are determined to be other-than-temporary. Concentration of credit risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, short-term and long-term investments and accounts receivable. The Company places its cash primarily in checking, certificate of deposit, and money market accounts with reputable financial institutions, and by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. The Company’s accounts receivables are derived primarily from revenue earned from customers located in the U.S. and Asia. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company maintains an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable. There were no write offs of accounts receivable in the years ended March 31, 2020, 2019 or 2018. At March 31, 2020, three customers accounted for 33%, 20% and 19% of accounts receivable, and for the year then ended, four customers accounted for 34%, 17%, 15% and 15% of net revenues. At March 31, 2019, three customers accounted for 44%, 22% and 17% of accounts receivable, and for the year then ended, four customers accounted for 31%, 22%, 18% and 15% of net revenues. For the year ended March 31, 2018, four customers accounted for 35%, 16%, 16% and 13% of net revenues. Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a weighted average basis. Inventory write-down allowances are established when conditions indicate that the selling price could be less than cost due to physical deterioration, obsolescence, changes in price levels, or other causes. These allowances, once recorded, result in a new cost basis for the related inventory. These allowances are also considered for excess inventory generally based on inventory levels in excess of 12 months of forecasted demand, as estimated by management, for each specific product. The allowance is not reversed until the inventory is sold or disposed. The Company recorded write-downs of excess and obsolete inventories of $343,000, $1.2 million and $1.6 million, respectively, in fiscal 2020, 2019 and 2018. Property and equipment, net Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as presented below: Software 3 to 5 years Computer and other equipment 5 to 10 years Building and building improvements 10 to 25 years Furniture and fixtures 7 years Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the remaining lease term of the respective assets. Gains or losses on disposals of property and equipment are recorded within income from operations. Costs of repairs and maintenance are included as part of operating expenses unless they are incurred in relation to major improvements to existing property and equipment, at which time they are capitalized. Impairment of long-lived assets Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. If the sum of the expected future cash flows (undiscounted and before interest) from the use of the assets is less than the net book value of the asset an impairment could exist and the amount of the impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. There were no impairment losses recognized during the years ended March 31, 2020, 2019 or 2018 . Goodwill and intangible assets Goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year and if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. The Company has one reporting unit. In accordance with ASU 2011-08, “ Testing Goodwill for Impairment ,” qualitative factors can be assessed to determine whether it is necessary to perform the current two-step test for goodwill impairment. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. Intangible assets with finite useful lives are amortized over their estimated useful lives, generally on a straight-line basis over five to fifteen years. The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. Research and development Research and development expenses are related to new product designs, including, salaries, stock-based compensation, contractor fees, and allocation of corporate costs and are charged to the statement of operations as incurred. Income taxes The Company accounts for income taxes under the liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is more likely than not that the deferred tax asset will not be realized. Because the Company recorded a cumulative three-year loss on a U.S. tax basis for the years ended March 31, 2020 and 2019, the Company has recorded a tax provision reflecting substantially a full valuation allowance of its $9.4 million and $6.7 million of net deferred tax assets at March 31, 2020 and 2019, respectively. Authoritative guidance prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). Under the guidance, the financial statements will reflect expected future tax consequences of such positions presuming the taxing authorities full knowledge of the position and all relevant facts, but without considering time values. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation process, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement . Shipping and handling costs The Company records costs related to shipping and handling in cost of revenues. Advertising expense Advertising costs are charged to expense in the period incurred. Advertising expense was not material for the years ended March 31, 2020 , 2019 and 2018 . Foreign currency transactions The U.S. dollar is the functional currency for all of the Company’s foreign operations. Foreign currency transaction gains and losses, resulting from transactions denominated in currencies other than U.S. dollars are included in the Consolidated Statements of Operations. These gains and losses were not material for the years ended March 31, 2020, 2019 or 2018 . Segments Segment reporting is based on the “management approach,” following the method that management organizes the Company’s reportable segments for which separate financial information is made available to, and evaluated regularly by, the chief operating decision maker in allocating resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer (CEO), who makes the decision on allocating resources and in assessing performance. The CEO reviews the Company's consolidated results as one operating segment. In making operating decisions, the CEO primarily considers consolidated financial information, accompanied by disaggregated information about revenues by customers and product. All of the Company’s principal operations and decision-making functions are located in the U.S. The Company’s CEO views its operations, manages its business, and uses one measurement of profitability for the one operating segment, which designs, develops and sells integrated circuits. Accounting for stock-based compensation Stock-based compensation expense recognized in the Consolidated Statement of Operations is based on options ultimately expected to vest, reduced by the amount of estimated forfeitures. The Company chose the straight-line method of allocating compensation cost over the requisite service period of the related award according to authoritative guidance. The Company calculates the expected term based on the historical average period of time that options were outstanding as adjusted for expected changes in future exercise patterns, which, for options granted in fiscal 2020, 2019 and 2018 resulted in an expected term of approximately five years. The Company uses its historical volatility to estimate expected volatility. The risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding to the expected life of the options. The dividend yield is 0%, based on the fact that the Company has never paid dividends and has no present intention to pay dividends. Changes to these assumptions may have a significant impact on the results of operations. Authoritative guidance requires cash flows, if any, resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows in the Consolidated Statements of Cash Flows. Comprehensive income (loss) Comprehensive income (loss) is defined to include all changes in stockholders’ equity during a period except those resulting from investments by owners and distributions to owners. For the years ended March 31, 2020, 2019 and 2018 , comprehensive income (loss) was ($10.2) million, $268,000 and ($4.6) million, respectively. Business combinations The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities, and intangible assets acquired, based on their estimated fair values. Goodwill represents the excess of acquisition cost over the fair value of tangible and identified intangible net assets of businesses acquired. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired company are reflected in the Company’s consolidated financial statements after the closing date of the business combination. Recent accounting pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company does not anticipate the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In August 2018, FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The standard amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating how it will be impacted by Topic 820, but does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company’s first presentation of changes in stockholders' equity was included in the Form 10-Q for the quarter ended June 30, 2019. In January 2017, the FASB issued ASU No. 2017-04, " Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." The standard eliminates the second step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company does not anticipate the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13 , “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted beginning April 1, 2019. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. 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. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Targeted Improvements," which provides clarifications and improvements to ASU 2016-02 including allowing entities to elect an additional transition method, a modified retrospective approach, that permits changes to be applied by means of a cumulative-effect adjustment recorded in retained earnings as of the beginning of the fiscal year of adoption. Consequently, an entity’s reporting for the comparative periods presented in the year of adoption would continue to be in accordance with Leases (Topic 840) ("ASC 840"), including the disclosure requirements of ASC 840. The Company adopted Topic 842 as of April 1, 2019 and applied the modified retrospective approach to all leases existing at, or entered into on or after, the date of adoption of April 1, 2019. The Company did not restate comparative periods, as permitted by ASU 2018-11, and elected the package of practical expedients permitted under the transition guidance within the new standard and did not reassess whether any contracts that existed prior to adoption have or contain leases or the classification of existing leases. Further, the Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. The Company will recognize those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. As a result of adoption of this standard and election of the transition practical expedients, the Company recognized right-of-use (“ROU”) assets and lease liabilities for those leases classified as operating leases under ASC Topic 840 that continued to be classified as operating leases under ASC Topic 842 at the date of initial application. The Company does not have any leases classified as a capital lease under ASC 840 and therefore has no leases classified as a “finance lease” under the new standard. In applying the alternative modified retrospective transition method, the Company measured lease liabilities at the present value of the sum of remaining minimum rental payments (as defined under ASC Topic 840). The present value of lease liabilities has been measured using the Company’s incremental borrowing rates as of April 1, 2019 (the date of initial application). Additionally, ROU assets for these operating leases have been measured as the initial measurement of applicable lease liabilities adjusted for any prepaid or accrued rent. Upon adoption of Topic 842, the Company recognized ROU assets of approximately $1.1 million and lease liabilities of approximately $1.1 million on the Company’s Condensed Consolidated Balance Sheets as of April 1, 2019, with no material impact to its Condensed Consolidated Statements of Operations. |
2. REVENUE RECOGNITION
2. REVENUE RECOGNITION | 12 Months Ended |
Mar. 31, 2020 | |
REVENUE RECOGNITION. | |
Note 2 - REVENUE RECOGNITION | NOTE 2 —REVENUE RECOGNITION Upon adoption of ASC 606 in fiscal 2019, the Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. The adoption of ASC 606 was applied to all contracts and did not have a significant impact on the Company’s retained earnings as the timing of Company’s revenue recognition under the new standard coincides with the way the Company previously recognized revenue. There was no impact on the opening retained earnings balance as of April 1, 2018 due to the adoption of ASC 606. The majority of the Company’s customer contracts, which may be in the form of purchase orders, contracts or purchase agreements, contain performance obligations for delivery of agreed upon products. Delivery of all performance obligations contained within a contract with a customer typically occurs at the same time (or within the same accounting period). Transfer of control typically occurs at the time of shipment or at the time the product is pulled from consignment as that is the point at which delivery has occurred, title and the risks and rewards of ownership have passed to the customer, and the Company has a right to payment. Thus, the Company will generally recognize revenue upon shipment of the product. Because all of the Company’s performance obligations relate to contracts with a duration of less than one year, the Company elected to apply the optional exemption practical expedient provided in ASC 606 and, therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The Company adjusts the transaction price for variable consideration. Variable consideration is not typically significant and primarily results from stock rotation rights and quick pay discounts provided to our distributors. As a practical expedient, the Company is recognizing the incremental costs of obtaining a contract, specifically commission expenses that have a period of benefit of less than twelve months, as an expense when incurred. Additionally, the Company has adopted an accounting policy to recognize shipping costs that occur after control transfers to the customer as a fulfillment activity. The Company’s contracts with customers do not typically include extended payment terms. Payment terms vary by contract type and type of customer and generally range from 30 to 60 days from shipment. Additionally, the Company has right to payment upon shipment. The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with product sales. The impact of such taxes on products sales is immaterial. The Company has also elected to recognize the cost for freight and shipping when control over the products sold passes to customers and revenue is recognized. 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 and the accrued warranty liability were not material as of March 31, 2020. The majority of the Company’s revenue is derived from sales of SRAM products which represent approximately 98% of total revenues in the year ended March 31, 2020. Nokia, the Company’s largest customer, purchases products directly from the Company and through contract manufacturers and distributors. Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 38%, 45% and 36% of the Company’s net revenues in fiscal 2020, 2019 and 2018, respectively. The Company historically deferred recognition of revenue on shipments to its distributors under prior revenue guidance because it lacked fixed and determinable pricing for contracts in which the distributors had rights to price concessions from the Company upon shipment to the distributors’ customers. During fiscal 2018, the Company revised all of its distribution agreements to eliminate the uncertainty in pricing, allowing the Company to recognize revenue at the time of shipment to the distributors. As a result, the implementation of the new revenue guidance did not have a significant impact on the Company’s consolidated financial statements. See “Note 13 - Segment and Geographic Information” for revenue by shipment destination. The following table presents the Company’s revenue disaggregated by customer type. Year Ended March 31, 2020 2019 2018 (In thousands) Contract manufacturers $ 14,603 $ 21,281 $ 14,875 Distribution 26,555 28,807 26,635 OEMs 2,185 1,398 1,133 $ 43,343 $ 51,486 $ 42,643 |
3. NET INCOME (LOSS) PER COMMON
3. NET INCOME (LOSS) PER COMMON SHARE | 12 Months Ended |
Mar. 31, 2020 | |
NET INCOME (LOSS) PER COMMON SHARE | |
NOTE 3 - NET INCOME (LOSS) PER COMMON SHARE | NOTE 3—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: Year Ended March 31, 2020 2019 2018 (In thousands, except per share amounts) Net income (loss) $ (10,337) $ 163 $ (4,515) Denominators: Weighted average shares—Basic 22,968 21,889 21,085 Dilutive effect of employee stock options — 1,453 — Dilutive effect of employee stock purchase plan options — 7 — Weighted average shares—Dilutive 22,968 23,349 21,085 Net income (loss) per common share—Basic $ (0.45) $ 0.01 $ (0.21) Net income (loss) per common share—Diluted $ (0.45) $ 0.01 $ (0.21) The following shares of common stock (determined on a weighted average basis) were excluded from the computation of diluted net income (loss) per common share as they had an anti-dilutive effect: Year Ended March 31, 2020 2019 2018 (In thousands) Shares underlying options and ESPP shares 3,914 2,108 2,790 |
4. BALANCE SHEET DETAIL
4. BALANCE SHEET DETAIL | 12 Months Ended |
Mar. 31, 2020 | |
BALANCE SHEET DETAIL | |
NOTE 4 - BALANCE SHEET DETAIL | NOTE 4—BALANCE SHEET DETAIL March 31, 2020 2019 (In thousands) Inventories: Work-in-progress $ 1,650 $ 1,983 Finished goods 2,612 3,690 Inventory at distributors 20 12 $ 4,282 $ 5,685 March 31, 2020 2019 (In thousands) Accounts receivable, net: Accounts receivable $ 6,415 $ 7,441 Less: Allowances for doubtful accounts and other (85) (102) $ 6,330 $ 7,339 March 31, 2020 2019 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ 707 $ 535 Prepaid income taxes 79 39 Escrow deposit — 1,000 Other receivables 211 321 Other prepaid expenses and other current assets 937 605 $ 1,934 $ 2,500 March 31, 2020 2019 (In thousands) Property and equipment, net: Computer and other equipment $ 18,191 $ 19,086 Software 4,086 4,058 Land 3,900 3,900 Building and building improvements 3,735 3,718 Furniture and fixtures 102 102 Leasehold improvements 874 848 30,888 31,712 Less: Accumulated depreciation (22,769) (22,711) $ 8,119 $ 9,001 Depreciation expense was $1.2 million, $1.2 million and $934,000 for the years ended March 31, 2020, 2019 and 2018 , respectively. March 31, 2020 2019 (In thousands) Other assets: Non-current deferred income taxes $ — $ 35 Deposits 128 125 $ 128 $ 160 The following table summarizes the components of intangible assets and related accumulated amortization balances at March 31, 2020 and 2019, respectively (in thousands): As of March 31, 2020 Gross Accumulated Net Carrying Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (1,731) 2,489 Software 80 (80) — Total $ 4,890 $ (2,401) $ 2,489 As of March 31, 2019 Gross Accumulated Net Carrying Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (1,498) 2,722 Software 80 (80) — Total $ 4,890 $ (2,168) $ 2,722 Amortization of intangible assets of $233,000, $267,000 and $313,000 was included in cost of revenues for the years ended March 31, 2020, 2019 and 2018, respectively . As of March 31, 2020 , the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Fiscal year ending March 31, 2021 $ 2022 2023 2024 2025 Thereafter 1,324 Total $ 2,489 March 31, 2020 2019 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ 3,673 $ 4,659 Purchased intellectual property 1,621 — Accrued professional fees — 60 Accrued commissions 270 304 Contingent consideration — 492 Accrued retention payment — 415 Miscellaneous accrued expenses 1,014 939 $ 6,578 $ 6,869 |
5. GOODWILL
5. GOODWILL | 12 Months Ended |
Mar. 31, 2020 | |
GOODWILL | |
NOTE 5 - GOODWILL | NOTE 5—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. The Company had a goodwill balance of $8.0 million as of both March 31, 2020 and 2019. 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 2020 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. The Company believes that the fair value established during the fiscal 2020 annual goodwill impairment testing was reasonable, and no triggering event has taken place subsequent to the fiscal 2020 annual assessment. |
6. INCOME TAXES
6. INCOME TAXES | 12 Months Ended |
Mar. 31, 2020 | |
INCOME TAXES | |
NOTE 6 - INCOME TAXES | NOTE 6—INCOME TAXES Income (loss) before income taxes and the provision for income taxes consists of the following: Year Ended March 31, 2020 2019 2018 (In thousands) Income (loss) before income taxes: U.S. $ (8,574) $ (5,487) $ (3,654) Foreign (1,516) 5,755 (408) $ (10,090) $ 268 $ (4,062) Current income tax expense (benefit): U.S. federal $ (39) $ (28) $ 367 Foreign 274 121 153 State 1 1 1 236 94 521 Deferred income tax expense (benefit): U.S. federal 12 13 (90) Foreign — — 22 State (1) (2) — 11 11 (68) Provision for income taxes $ 247 $ 105 $ 453 The provision for income tax differs from the amount of income tax determined by applying the applicable U.S. statutory income tax rate to pre-tax loss as follows: Year Ended March 31, 2020 2019 2018 (In thousands) U.S. Federal taxes at statutory rate $ (2,120) $ 56 $ (1,282) State taxes, net of federal benefit — (2) — Deemed repatriation transfer tax — — 5,117 Deferred tax re-measurement, change in tax rates — — 1,093 Stock-based compensation (58) (124) (124) Tax credits (494) (536) (417) Foreign tax rate differential 593 117 390 Tax exempt interest (16) (4) (8) Non-deductible expenses and other 38 17 97 (2,057) (476) 4,866 Valuation allowance 2,304 581 (4,413) $ 247 $ 105 $ 453 Deferred tax assets and deferred tax liabilities consist of the following: March 31, 2020 2019 (In thousands) Deferred tax assets: Tax credits $ 5,512 $ 4,819 Net operating losses 1,245 113 Stock-based compensation 950 891 Property and equipment 731 138 Other reserves and accruals 976 776 Total deferred tax assets 9,414 6,737 Less valuation allowance (9,389) (6,700) Deferred tax assets, net 25 37 Deferred tax liabilities: Unrecognized gains (32) (2) Total deferred tax liabilities (32) (2) Net deferred tax asset (liability) $ (7) $ 35 The Company currently intends to indefinitely reinvest earnings in operations outside the United States. No provision has been made for state income taxes that might be payable upon remittance of such earnings, nor is it practicable to determine the amount of such potential liability. The long-term portion of the Company’s unrecognized tax benefits at March 31, 2020 and 2019 was $613,000 and $622,000, respectively, of which the timing of the resolution is uncertain. As of March 31, 2020 and 2019, $2.7 million and $2.5 million, respectively, of unrecognized tax benefits had been recorded as a reduction to net deferred tax assets. As of March 31, 2020, the Company’s net deferred tax assets of $9.4 million are subject to a valuation allowance of $9.4 million. It is possible, however, that some months or years may elapse before an uncertain position for which the Company has established a reserve is resolved. A reconciliation of unrecognized tax benefits is as follows: Year Ended March 31, 2020 2019 2018 (In thousands) Unrecognized tax benefits, beginning of period $ 3,102 $ 2,735 $ 2,714 Additions based on tax positions related to current year 394 371 520 Additions based on tax positions related to prior years — 13 — 2017 Tax Act and tax rate re-measurement — — (499) Reductions based on tax positions related to prior years (158) (17) — Lapses during the current year applicable to statutes of limitations (17) — — Unrecognized tax benefits, end of period $ 3,321 $ 3,102 $ 2,735 The unrecognized tax benefit balance as of March 31, 2020 of $582,000 would affect the Company’s effective tax rate if recognized. On December 22, 2017, the “Tax Cuts and Jobs Act” ("H.R. 1") was signed into law, significantly impacting several sections of the Internal Revenue Code. Following the enactment of the H.R. 1, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the H.R. 1 enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, the Company must reflect the income tax effects of those aspects of H.R. 1 for which the accounting under ASC 740 is complete. To the extent that the Company’s accounting for certain income tax effects of H.R. 1 is incomplete but the Company is able to determine a reasonable estimate, the Company must record a provisional estimate in the financial statements. If the Company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax law that were in effect immediately before the enactment of the H.R 1. This new law includes significant changes to the U.S. corporate income tax system, including a permanent reduction in the corporate income tax rate from 35% to 21%, limitations on the deductibility of interest expense and executive compensation and the transition of U.S. international taxation from a worldwide tax system to a territorial tax system. W e re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. The re-measurement of our deferred tax balance of $1.1 million was offset by application of our valuation allowance. We calculated our best estimate of the impact of H.R. 1 in the fiscal 2018 year-end income tax provision, including the impact of the one-time transition tax, in accordance with our understanding of H.R. 1 and guidance available as of the date of this filing and recorded a tax expense of $367,000 in the year ended March 31, 2018 related to the transition tax associated with deemed repatriation of foreign earnings. Pursuant to Staff Accounting Bulletin No. 118, adjustments to the provisional amounts recorded by the Company that are identified within a subsequent measurement period of up to one year from the enactment date will be included as an adjustment to tax expense from continuing operations in the period the amounts are determined. During the year ended March 31, 2019, the Company completed its assessment of the impact of H.R. 1 and recorded an immaterial additional liability that is included in Income Taxes Payable in the Consolidated Balance Sheet as of March 31, 2019. H.R. 1 subjects a U.S. shareholder to tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. The Company has elected to treat GILTI book-tax differences as a period cost. In addition, the Company has elected to use the incremental cash tax savings approach (with and without method) in determining its U.S. valuation allowance. At March 31, 2020, due to the Company’s valuation allowance in the United States, there was no net income tax effect related to GILTI in the Company’s fiscal year ended March 31, 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act is an approximate $2 trillion emergency economic stimulus package passed in response to the COVID-19 global pandemic. The CARES Act includes direct financial assistance to Americans in the form of one-time payments to individuals, aid to small businesses in the form of loans and grants and other efforts to stabilize the U.S. economy and keep Americans employed. The Company has not filed, and currently does not intend to file, for funding related to the CARES Act due to its strong balance sheet and liquidity position with $70.7 million in cash and cash equivalents, short-term investments and long-term investments and no debt outstanding as of March 31, 2020. The Company currently has no plans to defer payroll taxes, to layoff or furlough employees or to modify leases and stock compensation plans. Also included in the CARES Act are numerous income tax provisions including changes to the net operating loss rules which the Company believes will not have a significant impact. Management believes that within the next twelve months the Company will have no material reduction in uncertain tax benefits, including interest and penalties, as a result of the lapse of statute of limitations. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Consolidated Statements of Operations. The Company's federal and state net operating loss carryforwards for income tax purposes are approximately $5.3 and $1.9 million, respectively, at March 31, 2020. The Company's state tax net operating loss carryforwards expire beginning in 2034. The Company's federal and state tax credit carryforwards for income tax purposes are approximately $2.6 million and $3.7 million respectively, at March 31, 2020. The Company's federal tax credit carryforwards expire beginning in 2033. The Company's state tax credit carryforwards have no expiration date. The Company is subject to taxation in the United States and various state and foreign jurisdictions. As of March 31, 2020, the Company maintained a valuation allowance of $9.4 million for deferred tax assets that are not expected to be utilized in future years. Fiscal years 2013 through 2020 remain open to examination by the federal tax authorities and fiscal years 2012 through 2020 remain open to examination by the state of California. Fiscal years 2016 and 2017 are currently being audited by the Israeli tax authorities. |
7. FINANCIAL INSTRUMENTS
7. FINANCIAL INSTRUMENTS | 12 Months Ended |
Mar. 31, 2020 | |
FINANCIAL INSTRUMENTS | |
NOTE 7 - FINANCIAL INSTRUMENTS | NOTE 7—FINANCIAL INSTRUMENTS Fair value measurements Authoritative accounting guidance for fair value measurements provides a framework for measuring fair value and related disclosure. 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 March 31, 2020 , the Level 1 category included money market funds of $14.1 million, which were included in cash and cash equivalents on the 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 March 31, 2020 , the Level 2 category included short-term investments of $15.1 million and long term-investments of $4.1 million, which were primarily comprised of certificates of deposit 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 March 31, 2020 , the Company’s Level 3 financial instruments measured at fair value on the Consolidated Balance Sheets consisted of the contingent consideration liability related to the MikaMonu acquisition. The fair value of the contingent consideration liability was initially 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 is re-measured to fair value with changes recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. The contingent consideration liability is included in contingent consideration, non-current on the Consolidated Balance Sheet at March 31, 2020 and 2019 in the amount of $3.9 million and $3.7 million, respectively, and is included in accrued expenses and other liabilities at March 31, 2020 and 2019 in the amount of $0 and $492,000, respectively. Refer to Note 14, “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 March 31, 2020 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 14,117 $ 14,117 $ — $ — Marketable securities 19,178 — 19,178 — Total $ 33,295 $ 14,117 $ 19,178 $ — Liabilities: Contingent consideration $ 3,898 $ — $ — $ 3,898 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, 2019 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 4,090 $ 4,090 $ — $ — Marketable securities 28,343 — 28,343 — Total $ 32,433 $ 4,090 $ 28,343 $ — Liabilities: Contingent consideration $ 4,206 $ — $ — $ 4,206 The following table sets forth the changes in fair value of contingent consideration for the fiscal years ended March 31, 2020, 2019 and 2018, respectively: Year Ended March 31, 2020 2019 2018 (In thousands) Contingent consideration, beginning of period $ 4,206 $ 5,514 $ 6,200 Change due to accretion 112 147 158 Re-measurement of contingent consideration 80 (326) (466) Payment of contingent consideration (500) (1,129) (378) Contingent consideration, end of period $ 3,898 $ 4,206 $ 5,514 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) on the Consolidated Balance Sheets. The Company had money market funds of $14.1 million and $4.1 million at March 31, 2020 and March 31, 2019 , respectively, included in cash and cash equivalents on the Consolidated Balance Sheets. The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when the declines are determined to be other-than-temporary. The following table summarizes the Company’s available-for-sale investments: March 31, 2020 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 12,000 $ 52 (1) $ 12,051 Agency bonds 2,989 21 3,010 Total short-term investments $ 14,989 $ 73 $ (1) $ 15,061 Long-term investments: Certificates of deposit $ 745 $ 18 $ — $ 763 Agency bonds 2,029 42 — 2,071 Supranational obligations 1,270 13 — 1,283 Total long-term investments $ 4,044 $ 73 $ — $ 4,117 March 31, 2019 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 16,500 $ 4 $ (24) $ 16,480 Supranational obligations 2,867 — (1) 2,866 Total short-term investments $ 19,367 $ 4 $ (25) $ 19,346 Long-term investments: Certificates of deposit $ 6,000 $ 23 $ (4) $ 6,019 Agency bonds 2,968 11 (1) 2,978 Total long-term investments $ 8,968 $ 34 $ (5) $ 8,997 The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position as of March 31, 2020 and 2019, respectively. March 31, 2020 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss (In thousands) Certificates of deposit $ 2,498 $ (2) $ — $ — $ 2,498 $ (2) $ 2,498 $ (2) $ — $ — $ 2,498 $ (2) March 31, 2019 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss (In thousands) Certificates of deposit $ 2,998 $ (2) $ 7,974 $ (26) $ 10,972 $ (28) Supranational obligations 2,866 (1) — — 2,866 (1) Agency bonds 1,501 (1) — — 1,501 (1) $ 7,365 $ (4) $ 7,974 $ (26) $ 15,339 $ (30) The Company’s investment portfolio consists of both corporate and governmental securities that have a maximum maturity of three years. All unrealized gains and losses 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. At March 31, 2020 and 2019 , the deferred tax liability related to unrecognized gains and losses on short-term and long-term investments was ($30,000) and ($2,000), respectively. As of March 31, 2020 , contractual maturities of the Company’s available-for-sale investments were as follows: Fair Cost Value (In thousands) Maturing within one year $ 14,989 $ 15,061 Maturing in one to three years 4,044 4,117 $ 19,033 $ 19,178 |
8. LEASES
8. LEASES | 12 Months Ended |
Mar. 31, 2020 | |
LEASES | |
NOTE 8 - LEASES | NOTE 8—LEASES The Company has operating leases for corporate offices, research and development facilities, certain equipment and software. The Company’s leases have remaining lease terms of 5 months to 25 months, some of which include options to extend for up to 5 years. Supplemental balance sheet information related to leases was as follows: As of March 31, 2020 (In thousands) Operating Leases Operating lease right-of-use assets $ Lease liabilities-current $ Lease liabilities-non-current Total operating lease liabilities $ The following table provides the details of lease costs: Twelve months ended March 31, 2020 (In thousands) Operating lease cost $ Short-term lease cost $ The following table provides other information related to leases: Twelve months ended March 31, 2020 (Amounts in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ Right-of-use assets obtained in exchange for lease obligations Operating leases $ Weighted-average remaining lease term (years): Operating leases Weighted-average discount rate: Operating leases The following table provides the maturities of the Company’s operating lease liabilities as of March 31, 2020: Operating Lease Liabilities Fiscal Year (In thousands) 2021 $ 2022 2023 Total undiscounted future cash flows Less: Imputed interest Present value of undiscounted future cash flows $ Presentation on statement of financial position Current $ Non-current $ The following table provides the future minimum lease payments under noncancelable operating leases with lease terms in excess of one year at March 31, 2019 in accordance with ASC 840: Operating Fiscal Year Ending March 31, Leases (In thousands) 2020 $ 477 2021 338 2022 83 2023 7 Total $ 905 Rent expense for the years ended March 31, 2019 and 2018 was $566,000 and $527,000, respectively, under Topic 840. |
9. COMMITMENTS AND CONTINGENCIE
9. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 9 - COMMITMENTS AND CONTINGENCIES | NOTE 9—COMMITMENTS AND CONTINGENCIES Royalty obligations The Company has license agreements that require it to pay royalties on the sale of products using the licensed technology. Royalty expense for the years ended March 31, 2020, 2019 and 2018 was $35,000, $34,000 and $46,000, respectively, and was included within cost of revenues. 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 customarily 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, payment by the Company is 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 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. The Company believes that if it were to incur a loss in any of these matters, such loss should not have 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 and the accrued warranty liability were not material as of March 31, 2020 and 2019 and for the years ended March 31, 2020, 2019 or 2018 . |
10. COMMON STOCK
10. COMMON STOCK | 12 Months Ended |
Mar. 31, 2020 | |
COMMON STOCK. | |
NOTE 10 - COMMON STOCK | NOTE 10—COMMON STOCK The Company’s Certificate of Incorporation, as amended, authorizes the Company to issue 150,000,000 shares of $0.001 par value common stock. On August 6, 2014, the Company completed a modified “Dutch auction” self-tender offer to repurchase for cash shares of its common stock. The Company accepted for purchase and retirement an aggregate of 3,846,153 shares of its common stock at a final purchase price of $6.50 per share, for an aggregate cost of approximately $25 million, excluding fees and expenses related to the tender offer. The Company’s board of directors has authorized the repurchase, at management’s discretion, of shares of its common stock. Under the repurchase program, the Company may repurchase shares from time to time on the open market or in private transactions. The specific timing and amount of the repurchases will be dependent on market conditions, securities law limitations and other factors. The repurchase program may be suspended or terminated at any time without prior notice. Through March 31, 2020, including the shares purchased in the modified “Dutch Auction” self-tender offer, the Company has repurchased and retired a total of 12,004,779 shares at an average cost of $5.06 per share for a total cost of $60.7 million. At March 31, 2020, management was authorized to repurchase additional shares with a value of up to $4.3 million under the repurchase program. |
11. STOCK-BASED COMPENSATION
11. STOCK-BASED COMPENSATION | 12 Months Ended |
Mar. 31, 2020 | |
STOCK-BASED COMPENSATION | |
NOTE 11 - STOCK-BASED COMPENSATION | NOTE 11—STOCK-BASED COMPENSATION The 2007 Equity Incentive Plan In January 2007, the Company’s board of directors approved the 2007 Equity Incentive Plan, (the “2007 Plan”), which was subsequently approved by the Company’s stockholders in March 2007. A total of 3,000,000 shares of common stock were authorized and reserved for issuance under the 2007 Plan. This reserve automatically increased on April 1 of each year through 2017 by an amount equal to the smaller of (a) five percent of the number of shares of common stock issued and outstanding on the immediately preceding March 31, or (b) a lesser amount determined by the board of directors. As described below, the 2007 Plan was terminated in August 2016 and no further awards may be granted pursuant to the 2007 Plan. In the event of a stock split or other change in the Company’s capital structure, appropriate adjustments will be made in the number of outstanding awards to prevent dilution or enlargement of participants’ rights. Awards could be granted under the 2007 Plan to the Company’s employees, including officers, directors, or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. Options granted to non-officer employees generally vest at the rate of 25% on the first anniversary and subsequent anniversaries of the date of grant, while grants to officers vest in full four years after the anniversary date of the officer’s employment that is closest to the date of grant. In the event of a change in control as described in the 2007 Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2007 Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or exercised or settled prior to the change in control will terminate effective as of the time of the change in control. The administrator may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all nonemployee director awards will automatically be accelerated in full. The 2007 Plan also authorizes the administrator, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each vested share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the award. The 2016 Equity Incentive Plan In June 2016, the Company’s board of directors approved the 2016 Equity Incentive Plan, (the “2016 Plan”), which was subsequently approved by the Company’s stockholders in August 2016. In connection with the stockholders’ approval of the 2016 Plan, 6,000,000 shares available for future award under the 2007 Plan were transferred to the 2016 Plan, 705,699 shares available for grant under the 2007 plan were canceled and the 2007 Plan was terminated. The Company granted options under the 2007 Plan until August 2016, although it continues to govern the terms of options that remain outstanding under the 2007 Plan. Appropriate and proportionate adjustments will be made to the number of shares authorized and other numerical limits in the 2016 Plan and to outstanding awards in the event of any change in the Company’s common stock through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares or similar change in the Company’s capital structure, or if the Company makes a distribution to its stockholders in a form other than common stock (excluding regular, periodic cash dividends) that has a material effect on the fair market value of the Company’s common stock. In such circumstances, the administrator also has the discretion under the 2016 Plan to adjust other terms of outstanding awards as it deems appropriate. If any award granted under the 2016 Plan expires or otherwise terminates for any reason without having been exercised or settled in full, or if shares subject to forfeiture or repurchase are forfeited or repurchased by the Company for not more than the participant's purchase price, any such shares reacquired or subject to a terminated award will again become available for issuance under the 2016 Plan. Shares will not be treated as having been issued under the 2016 Plan and will therefore not reduce the number of shares available for issuance to the extent an award is settled in cash or to the extent that shares are withheld or reacquired by the Company in satisfaction of a tax withholding obligation. Upon the exercise of a stock appreciation right, tender of shares in payment of an option's exercise price or net-exercise of an option, the number of shares available under the 2016 Plan will be reduced by number of shares actually issued in settlement of the award. To enable compensation provided in connection with certain types of awards intended to qualify as “performance-based” within the meaning of Section 162(m) of the Internal Revenue Code, the 2016 Plan establishes limits on the maximum aggregate number of shares or dollar value for which awards may be granted to an employee in any fiscal year, as follows: No more than 300,000 shares subject to stock options and stock appreciation rights. No more than 100,000 shares subject to restricted stock and restricted stock unit awards. For each full fiscal year of the Company contained in the performance period of performance shares or performance unit awards, no more than 50,000 shares subject to performance share awards or more than $500,000 subject to performance unit awards. For each full fiscal year of the Company contained in the performance period of cash-based or other stock-based awards, no more than $500,000 subject to cash-based awards or more than 50,000 shares subject to other stock-based awards. Awards may be granted under the 2016 Plan to the Company’s employees, including officers, directors and consultants or those of any present or future parent or subsidiary corporation or other affiliated entity of the Company. To date, options granted to non-officer employees generally vest 25% on the first anniversary and subsequent anniversaries of the date of grant, while grants to officers vest in full four years after the anniversary date of the officer’s employment that is closest to the date of grant. While the Company may grant incentive stock options only to employees, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards to any eligible participant. Non-employee director awards may be granted only to members of the Company’s board of directors who, at the time of grant, are not employees. Only members of the board of directors who are not employees at the time of grant are eligible to participate in the nonemployee director awards component of the 2016 Plan. The board or the compensation committee shall set the amount and type of nonemployee director awards to be awarded on a periodic, non-discriminatory basis. Nonemployee director awards may be granted in the form of NSOs, stock appreciation rights, restricted stock awards and restricted stock unit awards. Subject to adjustment for changes in the Company's capital structure, no nonemployee director may be awarded, in any fiscal year, one or more nonemployee director awards for more than a number of shares determined by dividing $150,000 by the fair market value of a share of the Company’s stock determined on the last trading day immediately preceding the date on which the applicable nonemployee award is granted. The 2016 Plan provides that, without the approval of a majority of the votes cast in person or by proxy at a meeting of the Company’s stockholders, the administrator may not provide for any of the following with respect to underwater options or stock appreciation rights: (1) either the cancellation of such outstanding options or stock appreciation rights in exchange for the grant of new options or stock appreciation rights at a lower exercise price or the amendment of outstanding options or stock appreciation rights to reduce the exercise price, (2) the issuance of new full value awards in exchange for the cancellation of such outstanding options or stock appreciation rights, or (3) the cancellation of such outstanding options or stock appreciation rights in exchange for payments in cash. In the event of a change in control as described in the 2016 Plan, the surviving, continuing, successor or purchasing entity or its parent may, without the consent of any participant, either assume or continue outstanding awards or substitute substantially equivalent awards for its stock. If so determined by the Committee, stock-based awards will be deemed assumed if, for each share subject to the award prior to the change in control, its holder is given the right to receive the same amount of consideration that a stockholder would receive as a result of the change in control. Any awards which are not assumed or continued in connection with a change in control or exercised or settled prior to the change in control will terminate effective as of the time of the Change in Control. The administrator may provide for the acceleration of vesting or settlement of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all nonemployee director awards will automatically be accelerated in full. The 2016 Plan also authorizes the administrator, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares of stock upon a change in control in exchange for a payment to the participant with respect each vested share (and each unvested share if so determined by the administrator) subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise or purchase price per share, if any, under the award. The 2007 Employee Stock Purchase Plan In January 2007, the board of directors approved the 2007 Employee Stock Purchase Plan (the “2007 Purchase Plan”) which was subsequently approved by the Company’s stockholders in March 2007. A total of 500,000 shares of the Company’s common stock was authorized and reserved for sale under the 2007 Purchase Plan. In addition, the 2007 Purchase Plan provides for an automatic annual increase in the number of shares available for issuance under the plan on April 1 of each year beginning in 2008 and continuing through and including April 1, 2017 equal to the lesser of (1) one percent of the number of issued and outstanding shares of common stock on the immediately preceding March 31, (2) 250,000 shares or (3) a number of shares as the board of directors may determine. Appropriate adjustments will be made in the number of authorized shares and in outstanding purchase rights to prevent dilution or enlargement of participants' rights in the event of a stock split or other change in our capital structure. Shares subject to purchase rights that expire or are canceled will again become available for issuance under the 2007 Purchase Plan. The Company’s employees and employees of any parent or subsidiary corporation designated by the administrator will be eligible to participate in the 2007 Purchase Plan if they are customarily employed by us for more than 20 hours per week and more than five months in any calendar year. However, an employee may not be granted a right to purchase stock under the 2007 Purchase Plan if: (1) the employee immediately after such grant would own stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock or of any parent or subsidiary corporation, or (2) the employee’s rights to purchase stock under all of our employee stock purchase plans would accrue at a rate that exceeds $25,000 in value for each calendar year of participation in such plans. The 2007 Purchase Plan is designed to be implemented through a series of sequential offering periods, generally six (6) months in duration beginning on the first trading day on or after May 1 and November 1 of each year. The administrator is authorized to establish additional or alternative sequential or overlapping offering periods and offering periods having a different duration or different starting or ending dates, provided that no offering period may have a duration exceeding 27 months. Amounts accumulated for each participant under the 2007 Purchase Plan are used to purchase shares of the Company’s common stock at the end of each offering period at a price generally equal to 85% of the lower of the fair market value of our common stock at the beginning of an offering period or at the end of the offering period. Prior to commencement of an offering period, the administrator is authorized to reduce, but not increase, this purchase price discount for that offering period, or, under circumstances described in the 2007 Purchase Plan, during that offering period. The maximum number of shares a participant may purchase in any six-month offering period is the lesser of (i) that number of shares determined by multiplying (x) 1,000 shares by (y) the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole share or (ii) that number of whole shares determined by dividing (x) the product of $2,083.33 and the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole dollar by (y) the fair market value of a share of our common stock at the beginning of the offering period. Prior to the beginning of any offering period, the administrator may alter the maximum number of shares that may be purchased by any participant during the offering period or specify a maximum aggregate number of shares that may be purchased by all participants in the offering period. If insufficient shares remain available under the plan to permit all participants to purchase the number of shares to which they would otherwise be entitled, the administrator will make a pro rata allocation of the available shares. Any amounts withheld from participants' compensation in excess of the amounts used to purchase shares will be refunded, without interest. During fiscal 2020, 136,463 shares of common stock were issued under the 2007 Purchase Plan. In the event of a change in control, an acquiring or successor corporation may assume our rights and obligations under the 2007 Purchase Plan. If the acquiring or successor corporation does not assume such rights and obligations, then the purchase date of the offering periods then in progress will be accelerated to a date prior to the change in control. The following table summarizes 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, 2017 5,464,185 7,622,830 $ 5.09 Granted (1,029,684) 1,029,684 $ 7.28 Exercised — (678,897) $ 4.22 $ 2,460,812 Forfeited 9,800 (99,350) $ 5.06 Balance at March 31, 2018 4,444,301 7,874,267 $ 5.45 Granted (1,097,893) 1,097,893 $ 6.74 Exercised — (823,456) $ 4.00 $ 2,782,691 Forfeited 80,140 (131,675) $ 5.60 Balance at March 31, 2019 3,426,548 8,017,029 $ 5.77 Granted (1,011,708) 1,011,708 $ 8.11 Exercised — (772,667) $ 4.39 $ 2,614,879 Forfeited 107,474 (120,279) $ 7.03 Balance at March 31, 2020 2,522,314 8,135,791 5.47 $ 6.17 Options vested and exercisable 5,138,027 3.90 $ 5.68 $ 4,830,618 Options vested and expected to vest 8,056,574 5.44 $ 6.16 $ 5,581,363 The options outstanding and by exercise price at March 31, 2020 are 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 $ 3.40 - 4.81 910,273 $ 4.07 4.08 910,273 $ 4.07 $ 4.90 - 4.99 1,336,396 $ 4.97 5.15 897,047 $ 4.96 $ 5.13 - 5.59 926,921 $ 5.32 4.39 891,696 $ 5.32 $ 5.69 - 6.16 825,827 $ 5.92 4.45 644,888 $ 5.90 $ 6.24 - 6.70 1,399,575 $ 6.58 5.11 784,655 $ 6.49 $ 6.82 - 7.26 1,296,755 $ 7.05 5.30 721,208 $ 6.93 $ 7.40 - 8.06 628,211 $ 7.77 8.99 136,376 $ 7.59 $ 8.09 85,360 $ 8.09 7.69 43,304 $ 8.09 $ 8.30 617,893 $ 8.30 9.33 - $ - $ 9.20 108,580 $ 9.20 0.84 108,580 $ 9.20 8,135,791 $ 6.17 5.47 5,138,027 $ 5.68 Stock-based compensation The Company recognized $2.6 million, $2.3 million and $2.1 million of stock-based compensation expense for the years ended March 31, 2020, 2019 and 2018 , respectively, as follows: Year Ended March 31, 2020 2019 2018 (In thousands) Cost of revenues $ 257 $ 234 $ 259 Research and development 1,487 1,310 1,141 Selling, general and administrative 822 722 670 Total $ 2,566 $ 2,266 $ 2,070 Stock-based compensation expense in the years ended March 31, 2020, 2019 and 2018 included $220,000, $211,000 and $207,000, respectively, related to the Company’s Employee Stock Purchase Plan. No tax benefit was recognized in either fiscal 2020 or fiscal 2019 due to a full valuation allowance. There were no windfall tax benefits realized from exercised stock options recognized in fiscal 2020 or fiscal 2019. Compensation cost capitalized within inventory at March 31, 2020 and 2019 was not material. As of March 31, 2020 , the Company’s total unrecognized compensation cost was $4.8 million, which will be recognized over the weighted average period of 1.90 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: Year Ended March 31, 2020 2019 2018 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 — % — % — % The weighted average fair value of options granted during the years ended March 31, 2020, 2019 and 2018 was $2.86, $2.44 and $2.54, respectively. |
12. RELATED PARTY TRANSACTION
12. RELATED PARTY TRANSACTION | 12 Months Ended |
Mar. 31, 2020 | |
RELATED PARTY TRANSACTION | |
NOTE 12 - RELATED PARTY TRANSACTION | NOTE 12—RELATED PARTY TRANSACTION The Company incurred non-recurring engineering service expense and manufacturing services of approximately $357,000 during the fiscal ended March 31, 2020 from Wistron Neweb Corp (“WNC”) in connection with the design, development and delivery of prototypes of a 167mm single-APU PCIe board, and LEDA-G production boards, to be used in the Company’s in-place associative computing product. Haydn Hsieh, a member of the Company’s board of directors, is the Chairman and Chief Strategy Officer of WNC. |
13. SEGMENT AND GEOGRAPHIC INFO
13. SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Mar. 31, 2020 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
NOTE 13 - SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 13—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: Year Ended March 31, 2020 2019 2018 (In thousands) United States $ 17,505 $ 19,327 $ 20,690 China 6,079 4,458 5,520 Singapore 6,556 7,592 6,878 Netherlands 5,463 11,093 4,375 Germany 6,604 7,478 3,769 Rest of the world 1,136 1,538 1,411 $ 43,343 $ 51,486 $ 42,643 All sales are denominated in United States dollars. The locations and net book value of long-lived assets are as follows: March 31, 2020 2019 (In thousands) United States $ 7,340 $ 7,707 Taiwan 369 854 Israel 410 440 $ 8,119 $ 9,001 |
14. ACQUISITION
14. ACQUISITION | 12 Months Ended |
Mar. 31, 2020 | |
ACQUISITION | |
NOTE 14 - ACQUISITION | NOTE 14—ACQUISITION On November 23, 2015, the Company acquired all of the outstanding capital stock of privately held The acquisition was accounted for as a purchase under authoritative guidance for business combinations. The purchase price of the acquisition was 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 performs a goodwill impairment test in February of each fiscal year. Consideration Under the terms of the acquisition agreement, the Company paid the former MikaMonu shareholders initial cash consideration of approximately $4.9 million. 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 made cash retention payments of $2.5 million to the three former MikaMonu shareholders in installments over a four-year period, that were conditioned on the continued employment of Dr. Avidan Akerib, MikaMonu’s co-founder and chief technologist. The retention amount of $2.5 million was deposited in escrow. Of this amount, $743,000, $750,000 and $1.0 million was paid to the former MikaMonu shareholders during the quarters ended December 31, 2017, 2018 and 2019, respectively. The Company is not required to make any further retention payments. 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 were paid in the fiscal year ended March 31, 2020 based on the achievement of certain product development milestones. Additional earnout amounts of $2.8 million and $4.0 million 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 $30.0 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) was recorded as compensation expense over the period that his services were provided to the Company. The portion of the retention payment made 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 determined that the fair value of this contingent consideration liability was $5.8 million at the acquisition date. The contingent consideration liability is included in contingent consideration, non-current on the Consolidated Balance Sheet at March 31, 2020 and 2019 in the amount of $3.9 million and $3.7 million, respectively, and is included in accrued expenses and other liabilities at March 31, 2020 and 2019 in the amount of $0 and $492,000, respectively. The fair value of the contingent consideration liability was initially 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 is re-measured to fair value with changes recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. Re-measurement of the contingent consideration liability resulted in an increase (reduction) in fair value for the years ended March 31, 2020, 2019 and 2018 of $80,000, ($326,000) and ($466,000), respectively. |
15. EMPLOYEE BENEFIT PLANS
15. EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Mar. 31, 2020 | |
EMPLOYEE BENEFIT PLANS | |
NOTE 15 - EMPLOYEE BENEFIT PLANS | NOTE 15—EMPLOYEE BENEFIT PLANS The Company provides a defined contribution retirement plan (the “Retirement Plan”), which qualifies under Section 401(k) of the Internal Revenue Code of 1986. The Retirement Plan covers essentially all United States employees. Eligible employees may make contributions to the Retirement Plan up to 15% of their annual compensation, but no greater than the annual IRS limitation for any plan year. The Retirement Plan does not provide for Company contributions. The Company provides a defined contribution retirement plan (the “Taiwan Pension Plan”) that covers essentially all of its employees located in Taiwan. The Company makes contributions to the Taiwan Pension Plan equal to 6% of eligible compensation and employees can make voluntary contributions of up to 6% of eligible compensation. All contributions are fully vested. The Company provides a defined contribution retirement plan (the “Pension Plan”) that covers essentially all of its employees located in Israel. Eligible employees may make contributions to the Pension Plan up to 6% of eligible compensation, and the Company contributes up to 15.83% of eligible compensation. All contributions are fully vested. |
16. QUARTERLY FINANCIAL DATA
16. QUARTERLY FINANCIAL DATA | 12 Months Ended |
Mar. 31, 2020 | |
QUARTERLY FINANCIAL DATA | |
NOTE 16 - QUARTERLY FINANCIAL DATA (Unaudited) | NOTE 16 —QUARTERLY FINANCIAL DATA (Unaudited) Three Months Ended June 30, September 30, December 31, March 31, 2019 2019 2019 2020 (In thousands, except per share amounts) Consolidated Statement of Operations Data: Net revenues $ 13,019 $ 11,740 $ 10,049 $ 8,535 Gross profit $ 8,243 $ 6,568 $ 6,049 $ 4,483 Net loss $ (125) $ (1,768) $ (4,620) $ (3,824) Net loss per common share—Basic $ (0.01) $ (0.08) $ (0.20) $ (0.16) Net loss per common share—Diluted $ (0.01) $ (0.08) $ (0.20) $ (0.16) Three Months Ended June 30, September 30, December 31, March 31, 2018 2018 2018 2019 (In thousands, except per share amounts) Consolidated Statement of Operations Data: Net revenues $ 11,266 $ 12,832 $ 14,702 $ 12,686 Gross profit $ 5,788 $ 8,031 $ 10,039 $ 7,770 Net income (loss) $ (1,646) $ (351) $ 2,262 $ (102) Net income (loss) per common share—Basic $ (0.08) $ (0.02) $ 0.10 $ — Net income (loss) per common share—Diluted $ (0.08) $ (0.02) $ 0.10 $ — |
1. THE COMPANY AND SUMMARY OF_2
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
The Company And Summary Of Significant Accounting Policies | |
Accounting principles | Accounting principles The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Basis of consolidation | Basis of consolidation The consolidated financial statements include the accounts of the Company’s four wholly-owned subsidiaries, GSI Technology Holdings, Inc., GSI Technology (BVI), Inc., GSI Technology Israel Ltd. and GSI Technology Taiwan, Inc. All inter-company transactions and balances have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of 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 date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are inherent in the preparation of the consolidated financial statements and include revenue recognition, obsolete and excess inventory, the valuation allowance on deferred tax assets, stock-based compensation, contingent consideration and the valuation of goodwill. The uncertainty created by the COVID-19 global pandemic and efforts to contain it, has made such estimates more difficult and subjective. Actual results could differ materially from those estimates. |
Risk and uncertainties | Risk and uncertainties On March 11, 2020, the World Health Organization announced that COVID-19, a respiratory illness, caused by a novel coronavirus is a pandemic. COVID-19 has spread to many of the countries in which the Company, its customers, suppliers and other business partners conduct business. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including the Company and its employees, are taking additional steps to avoid or reduce infection, including limiting travel and working from home. These measures are disrupting normal business operations both in and outside of affected areas and have had significant negative impacts on businesses and financial markets worldwide. The Company continues to monitor its operations and government recommendations and have made modifications to its normal operations because of the COVID-19 global pandemic. The Company has instituted many preventative measures and is regularly evaluating those measures and others as it continues to better understand its current and future operating environment. Except for the Company’s employees located in Taiwan, the majority of its employees are working from home around the world, and productivity remains high. The Company has maintained a substantial portion of its manufacturing operational capacity at its primary manufacturing support facility located in Hsin Chu, Taiwan where the Company’s suppliers are located and where all of the Company’s products are manufactured. Since the outbreak of COVID-19, aside from the lengthening of lead times for wafers and assembly services, the Company has experienced minimal impact on its manufacturing operations in Taiwan. Final testing of the Company’s products are conducted in house. Shipping and receiving operations are being maintained by a skeleton crew with minimal impact. The Company’s revenues may be impacted by possible changes in customer buying patterns and communication limitations related to shelter in place restrictions that require a significant number of its customer contacts to work from home. The disruption to the marketplace resulting from the COVID-19 global pandemic that the Company is currently experiencing is unlike anything the Company has ever had to deal with. While the Company continues to monitor the business metrics that it has historically used to predict its financial performance, the Company is uncertain as to whether these metrics will operate consistently with its historical experience. The Company believes that during the next 12 months the COVID-19 pandemic could impact general economic activity and demand in its end markets. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have an adverse effect on the Company’s results of operations, financial position, and liquidity in fiscal year 2021. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act is an approximate $2 trillion emergency economic stimulus package passed in response to the COVID-19 global pandemic. The CARES Act includes direct financial assistance to Americans in the form of one-time payments to individuals, aid to small businesses in the form of loans and grants and other efforts to stabilize the U.S. economy and keep Americans employed. The Company has not filed, and currently does not intend to file, for funding related to the CARES Act due to its strong balance sheet and liquidity position with $70.7 million in cash and cash equivalents, short-term investments and long-term investments and no debt outstanding as of March 31, 2020. The Company currently has no plans to defer payroll taxes, to layoff or furlough employees or to modify leases and stock compensation plans. Also included in the CARES Act are numerous income tax provisions including changes to the net operating loss rules which the Company believes will not have a significant impact. The Company buys all of its SRAM wafers, an integral components of its products, from a single supplier and is also dependent on independent suppliers to assemble and test its products. During the years ended March 31, 2020, 2019 and 2018 , all of the wafers used in the Company’s SRAM products were supplied by Taiwan Semiconductor Manufacturing Company Limited, or TSMC. If this supplier fails to satisfy the Company’s requirements on a timely basis at competitive prices, the Company could suffer manufacturing delays, a possible loss of revenues, or higher cost of revenues, any of which could adversely affect operating results. A majority of the Company’s net revenues come from sales to customers in the networking and telecommunications equipment industry. A decline in demand in this industry could have a material adverse effect on the Company’s operating results and financial condition. Because much of the manufacturing and testing of the Company’s products is conducted in Taiwan, its business performance may be affected by changes in Taiwan’s political, social and economic environment. For example, any political instability resulting from the relationship among the United States, Taiwan and the People’s Republic of China could damage the Company’s business. Moreover, the role of the Taiwanese government in the Taiwanese economy is significant. Taiwanese policies toward economic liberalization, and laws and policies affecting technology companies, foreign investment, currency exchange rates, taxes and other matters could change, resulting in greater restrictions on the Company’s and its suppliers' ability to do business and operate facilities in Taiwan. If any of these risks were to occur, the Company’s business could be harmed. Some of the Company’s suppliers and the Company’s two principal operations are located near fault lines. In the event of a major earthquake, typhoon or other natural disaster near the facilities of any of these suppliers or the Company, the Company’s business could be harmed. From time to time, the Company is involved in legal actions. There are many uncertainties associated with any litigation, and the Company may not prevail. If information becomes available that causes us to determine that a loss in any of our pending litigation, or the settlement of such litigation, is probable, and we can reasonably estimate the loss associated with such events, we will record the loss in accordance with GAAP. However, the actual liability in any such litigation may be materially different from our estimates, which could require us to record additional costs . |
Revenue recognition | Revenue recognition The Company implemented ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606 )” and several supplemental and/or clarifying ASUs (collectively, "ASC 606") in fiscal 2019. T he Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under this criteria, revenue from the sale of products is generally recognized upon shipment according to the Company’s shipping terms, net of accruals for estimated variable consideration resulting from sales returns and allowances based on historical experience. For sales to consignment warehouses, who purchase products from the Company for use by contract manufacturers, revenues are recognized upon delivery to the contract manufacturer. Prior to implementation of ASC 606, sales to certain distributors were made under agreements allowing for returns or credits under certain circumstances. We therefore deferred recognition of revenue on sales to those distributors under these terms until products were resold by the distributor. During fiscal 2018, we revised our distribution agreements to these distributors to eliminate ship from stock and debits and price protection. Under these revised distribution agreements, selling prices were fixed and determinable on the date of shipment and revenue was recognized upon shipment. Additionally, we recognized additional revenue of $2.0 million in fiscal 2018 on the dates that the distribution agreements were revised for product held by our distributors as the price became fixed and determinable. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash in demand accounts and highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase, stated at cost, which approximates their fair value. |
Short-term and long-term investments | 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)” on the Consolidated Balance Sheets. The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when the declines in fair value are determined to be other-than-temporary. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, short-term and long-term investments and accounts receivable. The Company places its cash primarily in checking, certificate of deposit, and money market accounts with reputable financial institutions, and by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. The Company’s accounts receivables are derived primarily from revenue earned from customers located in the U.S. and Asia. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company maintains an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable. There were no write offs of accounts receivable in the years ended March 31, 2020, 2019 or 2018. At March 31, 2020, three customers accounted for 33%, 20% and 19% of accounts receivable, and for the year then ended, four customers accounted for 34%, 17%, 15% and 15% of net revenues. At March 31, 2019, three customers accounted for 44%, 22% and 17% of accounts receivable, and for the year then ended, four customers accounted for 31%, 22%, 18% and 15% of net revenues. For the year ended March 31, 2018, four customers accounted for 35%, 16%, 16% and 13% of net revenues. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a weighted average basis. Inventory write-down allowances are established when conditions indicate that the selling price could be less than cost due to physical deterioration, obsolescence, changes in price levels, or other causes. These allowances, once recorded, result in a new cost basis for the related inventory. These allowances are also considered for excess inventory generally based on inventory levels in excess of 12 months of forecasted demand, as estimated by management, for each specific product. The allowance is not reversed until the inventory is sold or disposed. The Company recorded write-downs of excess and obsolete inventories of $343,000, $1.2 million and $1.6 million, respectively, in fiscal 2020, 2019 and 2018. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as presented below: Software 3 to 5 years Computer and other equipment 5 to 10 years Building and building improvements 10 to 25 years Furniture and fixtures 7 years Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the remaining lease term of the respective assets. Gains or losses on disposals of property and equipment are recorded within income from operations. Costs of repairs and maintenance are included as part of operating expenses unless they are incurred in relation to major improvements to existing property and equipment, at which time they are capitalized. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. If the sum of the expected future cash flows (undiscounted and before interest) from the use of the assets is less than the net book value of the asset an impairment could exist and the amount of the impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. There were no impairment losses recognized during the years ended March 31, 2020, 2019 or 2018 . |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year and if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. The Company has one reporting unit. In accordance with ASU 2011-08, “ Testing Goodwill for Impairment ,” qualitative factors can be assessed to determine whether it is necessary to perform the current two-step test for goodwill impairment. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. Intangible assets with finite useful lives are amortized over their estimated useful lives, generally on a straight-line basis over five to fifteen years. The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. |
Research and development | Research and development Research and development expenses are related to new product designs, including, salaries, stock-based compensation, contractor fees, and allocation of corporate costs and are charged to the statement of operations as incurred. |
Income taxes | Income taxes The Company accounts for income taxes under the liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is more likely than not that the deferred tax asset will not be realized. Because the Company recorded a cumulative three-year loss on a U.S. tax basis for the years ended March 31, 2020 and 2019, the Company has recorded a tax provision reflecting substantially a full valuation allowance of its $9.4 million and $6.7 million of net deferred tax assets at March 31, 2020 and 2019, respectively. Authoritative guidance prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). Under the guidance, the financial statements will reflect expected future tax consequences of such positions presuming the taxing authorities full knowledge of the position and all relevant facts, but without considering time values. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation process, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement . |
Shipping and handling costs | Shipping and handling costs The Company records costs related to shipping and handling in cost of revenues. |
Advertising expense | Advertising expense Advertising costs are charged to expense in the period incurred. Advertising expense was not material for the years ended March 31, 2020 , 2019 and 2018 . |
Foreign currency transactions | Foreign currency transactions The U.S. dollar is the functional currency for all of the Company’s foreign operations. Foreign currency transaction gains and losses, resulting from transactions denominated in currencies other than U.S. dollars are included in the Consolidated Statements of Operations. These gains and losses were not material for the years ended March 31, 2020, 2019 or 2018 . |
Segments | Segments Segment reporting is based on the “management approach,” following the method that management organizes the Company’s reportable segments for which separate financial information is made available to, and evaluated regularly by, the chief operating decision maker in allocating resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer (CEO), who makes the decision on allocating resources and in assessing performance. The CEO reviews the Company's consolidated results as one operating segment. In making operating decisions, the CEO primarily considers consolidated financial information, accompanied by disaggregated information about revenues by customers and product. All of the Company’s principal operations and decision-making functions are located in the U.S. The Company’s CEO views its operations, manages its business, and uses one measurement of profitability for the one operating segment, which designs, develops and sells integrated circuits. |
Accounting for stock-based compensation | Accounting for stock-based compensation Stock-based compensation expense recognized in the Consolidated Statement of Operations is based on options ultimately expected to vest, reduced by the amount of estimated forfeitures. The Company chose the straight-line method of allocating compensation cost over the requisite service period of the related award according to authoritative guidance. The Company calculates the expected term based on the historical average period of time that options were outstanding as adjusted for expected changes in future exercise patterns, which, for options granted in fiscal 2020, 2019 and 2018 resulted in an expected term of approximately five years. The Company uses its historical volatility to estimate expected volatility. The risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding to the expected life of the options. The dividend yield is 0%, based on the fact that the Company has never paid dividends and has no present intention to pay dividends. Changes to these assumptions may have a significant impact on the results of operations. Authoritative guidance requires cash flows, if any, resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows in the Consolidated Statements of Cash Flows. |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) is defined to include all changes in stockholders’ equity during a period except those resulting from investments by owners and distributions to owners. For the years ended March 31, 2020, 2019 and 2018 , comprehensive income (loss) was ($10.2) million, $268,000 and ($4.6) million, respectively. |
Business combinations | Business combinations The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities, and intangible assets acquired, based on their estimated fair values. Goodwill represents the excess of acquisition cost over the fair value of tangible and identified intangible net assets of businesses acquired. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired company are reflected in the Company’s consolidated financial statements after the closing date of the business combination. |
Recent accounting pronouncements | Recent accounting pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” as part of its initiative to reduce complexity in the accounting standards. The standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company does not anticipate the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In August 2018, FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The standard amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating how it will be impacted by Topic 820, but does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements and related disclosures. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company’s first presentation of changes in stockholders' equity was included in the Form 10-Q for the quarter ended June 30, 2019. In January 2017, the FASB issued ASU No. 2017-04, " Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." The standard eliminates the second step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company does not anticipate the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13 , “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted beginning April 1, 2019. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. 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. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Targeted Improvements," which provides clarifications and improvements to ASU 2016-02 including allowing entities to elect an additional transition method, a modified retrospective approach, that permits changes to be applied by means of a cumulative-effect adjustment recorded in retained earnings as of the beginning of the fiscal year of adoption. Consequently, an entity’s reporting for the comparative periods presented in the year of adoption would continue to be in accordance with Leases (Topic 840) ("ASC 840"), including the disclosure requirements of ASC 840. The Company adopted Topic 842 as of April 1, 2019 and applied the modified retrospective approach to all leases existing at, or entered into on or after, the date of adoption of April 1, 2019. The Company did not restate comparative periods, as permitted by ASU 2018-11, and elected the package of practical expedients permitted under the transition guidance within the new standard and did not reassess whether any contracts that existed prior to adoption have or contain leases or the classification of existing leases. Further, the Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. The Company will recognize those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. As a result of adoption of this standard and election of the transition practical expedients, the Company recognized right-of-use (“ROU”) assets and lease liabilities for those leases classified as operating leases under ASC Topic 840 that continued to be classified as operating leases under ASC Topic 842 at the date of initial application. The Company does not have any leases classified as a capital lease under ASC 840 and therefore has no leases classified as a “finance lease” under the new standard. In applying the alternative modified retrospective transition method, the Company measured lease liabilities at the present value of the sum of remaining minimum rental payments (as defined under ASC Topic 840). The present value of lease liabilities has been measured using the Company’s incremental borrowing rates as of April 1, 2019 (the date of initial application). Additionally, ROU assets for these operating leases have been measured as the initial measurement of applicable lease liabilities adjusted for any prepaid or accrued rent. Upon adoption of Topic 842, the Company recognized ROU assets of approximately $1.1 million and lease liabilities of approximately $1.1 million on the Company’s Condensed Consolidated Balance Sheets as of April 1, 2019, with no material impact to its Condensed Consolidated Statements of Operations. |
1. THE COMPANY AND SUMMARY OF_3
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
The Company And Summary Of Significant Accounting Policies | |
Estimated useful lives of property and equipment | Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as presented below: Software 3 to 5 years Computer and other equipment 5 to 10 years Building and building improvements 10 to 25 years Furniture and fixtures 7 years |
2. REVENUE RECOGNITION (Tables)
2. REVENUE RECOGNITION (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
REVENUE RECOGNITION. | |
Summary of revenue disaggregated by customer type | Year Ended March 31, 2020 2019 2018 (In thousands) Contract manufacturers $ 14,603 $ 21,281 $ 14,875 Distribution 26,555 28,807 26,635 OEMs 2,185 1,398 1,133 $ 43,343 $ 51,486 $ 42,643 |
3. NET INCOME (LOSS) PER COMM_2
3. NET INCOME (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
NET INCOME (LOSS) PER COMMON SHARE | |
Basic and diluted net income (loss) per share | Year Ended March 31, 2020 2019 2018 (In thousands, except per share amounts) Net income (loss) $ (10,337) $ 163 $ (4,515) Denominators: Weighted average shares—Basic 22,968 21,889 21,085 Dilutive effect of employee stock options — 1,453 — Dilutive effect of employee stock purchase plan options — 7 — Weighted average shares—Dilutive 22,968 23,349 21,085 Net income (loss) per common share—Basic $ (0.45) $ 0.01 $ (0.21) Net income (loss) per common share—Diluted $ (0.45) $ 0.01 $ (0.21) |
Anti-dilutive shares | Year Ended March 31, 2020 2019 2018 (In thousands) Shares underlying options and ESPP shares 3,914 2,108 2,790 |
4. BALANCE SHEET DETAIL (Tables
4. BALANCE SHEET DETAIL (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
BALANCE SHEET DETAIL | |
Schedule of inventories | March 31, 2020 2019 (In thousands) Inventories: Work-in-progress $ 1,650 $ 1,983 Finished goods 2,612 3,690 Inventory at distributors 20 12 $ 4,282 $ 5,685 |
Schedule of accounts receivable, net | March 31, 2020 2019 (In thousands) Accounts receivable, net: Accounts receivable $ 6,415 $ 7,441 Less: Allowances for doubtful accounts and other (85) (102) $ 6,330 $ 7,339 |
Schedule of prepaid expenses and other current assets | March 31, 2020 2019 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ 707 $ 535 Prepaid income taxes 79 39 Escrow deposit — 1,000 Other receivables 211 321 Other prepaid expenses and other current assets 937 605 $ 1,934 $ 2,500 |
Schedule of property and equipment, net | March 31, 2020 2019 (In thousands) Property and equipment, net: Computer and other equipment $ 18,191 $ 19,086 Software 4,086 4,058 Land 3,900 3,900 Building and building improvements 3,735 3,718 Furniture and fixtures 102 102 Leasehold improvements 874 848 30,888 31,712 Less: Accumulated depreciation (22,769) (22,711) $ 8,119 $ 9,001 |
Schedule of other assets | March 31, 2020 2019 (In thousands) Other assets: Non-current deferred income taxes $ — $ 35 Deposits 128 125 $ 128 $ 160 |
Schedule of intangible assets | The following table summarizes the components of intangible assets and related accumulated amortization balances at March 31, 2020 and 2019, respectively (in thousands): As of March 31, 2020 Gross Accumulated Net Carrying Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (1,731) 2,489 Software 80 (80) — Total $ 4,890 $ (2,401) $ 2,489 As of March 31, 2019 Gross Accumulated Net Carrying Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (1,498) 2,722 Software 80 (80) — Total $ 4,890 $ (2,168) $ 2,722 |
Estimated future amortization expense of intangible assets | As of March 31, 2020 , the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Fiscal year ending March 31, 2021 $ 2022 2023 2024 2025 Thereafter 1,324 Total $ 2,489 |
Schedule of accrued expenses and other liabilities | March 31, 2020 2019 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ 3,673 $ 4,659 Purchased intellectual property 1,621 — Accrued professional fees — 60 Accrued commissions 270 304 Contingent consideration — 492 Accrued retention payment — 415 Miscellaneous accrued expenses 1,014 939 $ 6,578 $ 6,869 |
6. INCOME TAXES (Tables)
6. INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
INCOME TAXES | |
Income (loss) before income taxes and provision for income taxes | Year Ended March 31, 2020 2019 2018 (In thousands) Income (loss) before income taxes: U.S. $ (8,574) $ (5,487) $ (3,654) Foreign (1,516) 5,755 (408) $ (10,090) $ 268 $ (4,062) Current income tax expense (benefit): U.S. federal $ (39) $ (28) $ 367 Foreign 274 121 153 State 1 1 1 236 94 521 Deferred income tax expense (benefit): U.S. federal 12 13 (90) Foreign — — 22 State (1) (2) — 11 11 (68) Provision for income taxes $ 247 $ 105 $ 453 |
Income tax reconciliation | Year Ended March 31, 2020 2019 2018 (In thousands) U.S. Federal taxes at statutory rate $ (2,120) $ 56 $ (1,282) State taxes, net of federal benefit — (2) — Deemed repatriation transfer tax — — 5,117 Deferred tax re-measurement, change in tax rates — — 1,093 Stock-based compensation (58) (124) (124) Tax credits (494) (536) (417) Foreign tax rate differential 593 117 390 Tax exempt interest (16) (4) (8) Non-deductible expenses and other 38 17 97 (2,057) (476) 4,866 Valuation allowance 2,304 581 (4,413) $ 247 $ 105 $ 453 |
Deferred tax assets and deferred tax liabilities | March 31, 2020 2019 (In thousands) Deferred tax assets: Tax credits $ 5,512 $ 4,819 Net operating losses 1,245 113 Stock-based compensation 950 891 Property and equipment 731 138 Other reserves and accruals 976 776 Total deferred tax assets 9,414 6,737 Less valuation allowance (9,389) (6,700) Deferred tax assets, net 25 37 Deferred tax liabilities: Unrecognized gains (32) (2) Total deferred tax liabilities (32) (2) Net deferred tax asset (liability) $ (7) $ 35 |
Unrecognized tax benefits | Year Ended March 31, 2020 2019 2018 (In thousands) Unrecognized tax benefits, beginning of period $ 3,102 $ 2,735 $ 2,714 Additions based on tax positions related to current year 394 371 520 Additions based on tax positions related to prior years — 13 — 2017 Tax Act and tax rate re-measurement — — (499) Reductions based on tax positions related to prior years (158) (17) — Lapses during the current year applicable to statutes of limitations (17) — — Unrecognized tax benefits, end of period $ 3,321 $ 3,102 $ 2,735 |
7. FINANCIAL INSTRUMENTS (Table
7. FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
FINANCIAL INSTRUMENTS | |
Schedule of fair value of financial assets 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 March 31, 2020 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 14,117 $ 14,117 $ — $ — Marketable securities 19,178 — 19,178 — Total $ 33,295 $ 14,117 $ 19,178 $ — Liabilities: Contingent consideration $ 3,898 $ — $ — $ 3,898 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, 2019 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 4,090 $ 4,090 $ — $ — Marketable securities 28,343 — 28,343 — Total $ 32,433 $ 4,090 $ 28,343 $ — Liabilities: Contingent consideration $ 4,206 $ — $ — $ 4,206 |
Schedule of changes in fair value of contingent consideration | Year Ended March 31, 2020 2019 2018 (In thousands) Contingent consideration, beginning of period $ 4,206 $ 5,514 $ 6,200 Change due to accretion 112 147 158 Re-measurement of contingent consideration 80 (326) (466) Payment of contingent consideration (500) (1,129) (378) Contingent consideration, end of period $ 3,898 $ 4,206 $ 5,514 |
Schedule of available-for-sale investments | March 31, 2020 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 12,000 $ 52 (1) $ 12,051 Agency bonds 2,989 21 3,010 Total short-term investments $ 14,989 $ 73 $ (1) $ 15,061 Long-term investments: Certificates of deposit $ 745 $ 18 $ — $ 763 Agency bonds 2,029 42 — 2,071 Supranational obligations 1,270 13 — 1,283 Total long-term investments $ 4,044 $ 73 $ — $ 4,117 March 31, 2019 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 16,500 $ 4 $ (24) $ 16,480 Supranational obligations 2,867 — (1) 2,866 Total short-term investments $ 19,367 $ 4 $ (25) $ 19,346 Long-term investments: Certificates of deposit $ 6,000 $ 23 $ (4) $ 6,019 Agency bonds 2,968 11 (1) 2,978 Total long-term investments $ 8,968 $ 34 $ (5) $ 8,997 |
Schedule of unrealized losses and fair value of investments | March 31, 2020 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss (In thousands) Certificates of deposit $ 2,498 $ (2) $ — $ — $ 2,498 $ (2) $ 2,498 $ (2) $ — $ — $ 2,498 $ (2) March 31, 2019 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss (In thousands) Certificates of deposit $ 2,998 $ (2) $ 7,974 $ (26) $ 10,972 $ (28) Supranational obligations 2,866 (1) — — 2,866 (1) Agency bonds 1,501 (1) — — 1,501 (1) $ 7,365 $ (4) $ 7,974 $ (26) $ 15,339 $ (30) |
Schedule of contractual maturities of the available-for-sale investments | Fair Cost Value (In thousands) Maturing within one year $ 14,989 $ 15,061 Maturing in one to three years 4,044 4,117 $ 19,033 $ 19,178 |
8. LEASES (Tables)
8. LEASES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
LEASES | |
Summary of balance sheet information related to leases | Supplemental balance sheet information related to leases was as follows: As of March 31, 2020 (In thousands) Operating Leases Operating lease right-of-use assets $ Lease liabilities-current $ Lease liabilities-non-current Total operating lease liabilities $ |
Summary of components of lease costs | The following table provides the details of lease costs: Twelve months ended March 31, 2020 (In thousands) Operating lease cost $ Short-term lease cost $ |
Summary of other information related to leases | The following table provides other information related to leases: Twelve months ended March 31, 2020 (Amounts in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ Right-of-use assets obtained in exchange for lease obligations Operating leases $ Weighted-average remaining lease term (years): Operating leases Weighted-average discount rate: Operating leases |
Summary of maturities of the lease liabilities | The following table provides the maturities of the Company’s operating lease liabilities as of March 31, 2020: Operating Lease Liabilities Fiscal Year (In thousands) 2021 $ 2022 2023 Total undiscounted future cash flows Less: Imputed interest Present value of undiscounted future cash flows $ Presentation on statement of financial position Current $ Non-current $ |
Future minimum lease payments under noncancelable operating leases | The following table provides the future minimum lease payments under noncancelable operating leases with lease terms in excess of one year at March 31, 2019 in accordance with ASC 840: Operating Fiscal Year Ending March 31, Leases (In thousands) 2020 $ 477 2021 338 2022 83 2023 7 Total $ 905 |
11. STOCK-BASED COMPENSATION (T
11. STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
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, 2017 5,464,185 7,622,830 $ 5.09 Granted (1,029,684) 1,029,684 $ 7.28 Exercised — (678,897) $ 4.22 $ 2,460,812 Forfeited 9,800 (99,350) $ 5.06 Balance at March 31, 2018 4,444,301 7,874,267 $ 5.45 Granted (1,097,893) 1,097,893 $ 6.74 Exercised — (823,456) $ 4.00 $ 2,782,691 Forfeited 80,140 (131,675) $ 5.60 Balance at March 31, 2019 3,426,548 8,017,029 $ 5.77 Granted (1,011,708) 1,011,708 $ 8.11 Exercised — (772,667) $ 4.39 $ 2,614,879 Forfeited 107,474 (120,279) $ 7.03 Balance at March 31, 2020 2,522,314 8,135,791 5.47 $ 6.17 Options vested and exercisable 5,138,027 3.90 $ 5.68 $ 4,830,618 Options vested and expected to vest 8,056,574 5.44 $ 6.16 $ 5,581,363 |
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 $ 3.40 - 4.81 910,273 $ 4.07 4.08 910,273 $ 4.07 $ 4.90 - 4.99 1,336,396 $ 4.97 5.15 897,047 $ 4.96 $ 5.13 - 5.59 926,921 $ 5.32 4.39 891,696 $ 5.32 $ 5.69 - 6.16 825,827 $ 5.92 4.45 644,888 $ 5.90 $ 6.24 - 6.70 1,399,575 $ 6.58 5.11 784,655 $ 6.49 $ 6.82 - 7.26 1,296,755 $ 7.05 5.30 721,208 $ 6.93 $ 7.40 - 8.06 628,211 $ 7.77 8.99 136,376 $ 7.59 $ 8.09 85,360 $ 8.09 7.69 43,304 $ 8.09 $ 8.30 617,893 $ 8.30 9.33 - $ - $ 9.20 108,580 $ 9.20 0.84 108,580 $ 9.20 8,135,791 $ 6.17 5.47 5,138,027 $ 5.68 |
Summary of stock-based compensation expense by line item | Year Ended March 31, 2020 2019 2018 (In thousands) Cost of revenues $ 257 $ 234 $ 259 Research and development 1,487 1,310 1,141 Selling, general and administrative 822 722 670 Total $ 2,566 $ 2,266 $ 2,070 |
Schedule of weighted average assumptions | Year Ended March 31, 2020 2019 2018 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 — % — % — % |
13. SEGMENT AND GEOGRAPHIC IN_2
13. SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
Net revenues by geographic area | Year Ended March 31, 2020 2019 2018 (In thousands) United States $ 17,505 $ 19,327 $ 20,690 China 6,079 4,458 5,520 Singapore 6,556 7,592 6,878 Netherlands 5,463 11,093 4,375 Germany 6,604 7,478 3,769 Rest of the world 1,136 1,538 1,411 $ 43,343 $ 51,486 $ 42,643 |
Long-lived assets by geographic area | March 31, 2020 2019 (In thousands) United States $ 7,340 $ 7,707 Taiwan 369 854 Israel 410 440 $ 8,119 $ 9,001 |
16. QUARTERLY FINANCIAL DATA (T
16. QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
QUARTERLY FINANCIAL DATA | |
Schedule of quarterly financial data | Three Months Ended June 30, September 30, December 31, March 31, 2019 2019 2019 2020 (In thousands, except per share amounts) Consolidated Statement of Operations Data: Net revenues $ 13,019 $ 11,740 $ 10,049 $ 8,535 Gross profit $ 8,243 $ 6,568 $ 6,049 $ 4,483 Net loss $ (125) $ (1,768) $ (4,620) $ (3,824) Net loss per common share—Basic $ (0.01) $ (0.08) $ (0.20) $ (0.16) Net loss per common share—Diluted $ (0.01) $ (0.08) $ (0.20) $ (0.16) Three Months Ended June 30, September 30, December 31, March 31, 2018 2018 2018 2019 (In thousands, except per share amounts) Consolidated Statement of Operations Data: Net revenues $ 11,266 $ 12,832 $ 14,702 $ 12,686 Gross profit $ 5,788 $ 8,031 $ 10,039 $ 7,770 Net income (loss) $ (1,646) $ (351) $ 2,262 $ (102) Net income (loss) per common share—Basic $ (0.08) $ (0.02) $ 0.10 $ — Net income (loss) per common share—Diluted $ (0.08) $ (0.02) $ 0.10 $ — |
1. THE COMPANY AND SUMMARY OF_4
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020USD ($)subsidiaryfacilityitemcustomer | Mar. 31, 2019USD ($)customer | Mar. 31, 2018USD ($)customer | |
Basis of consolidation and risks and uncertainties | |||
Number of subsidiaries | subsidiary | 4 | ||
Number of principal operations near fault lines | facility | 2 | ||
Cash, cash equivalents and short-term and long-term investments | $ 70,700 | ||
Revenue from revised agreements | $ 2,000 | ||
Allowance for doubtful accounts receivable write offs | $ 0 | $ 0 | $ 0 |
Number of reporting units | item | 1 | ||
Accounts receivable [Member] | |||
Basis of consolidation and risks and uncertainties | |||
Number of customers | customer | 3 | 3 | |
Accounts receivable [Member] | Customer One | |||
Basis of consolidation and risks and uncertainties | |||
Percentage attributable to customers | 33.00% | 44.00% | |
Accounts receivable [Member] | Customer Two | |||
Basis of consolidation and risks and uncertainties | |||
Percentage attributable to customers | 20.00% | 22.00% | |
Accounts receivable [Member] | Customer Three | |||
Basis of consolidation and risks and uncertainties | |||
Percentage attributable to customers | 19.00% | 17.00% | |
Net revenue [Member] | |||
Basis of consolidation and risks and uncertainties | |||
Number of customers | customer | 4 | 4 | 4 |
Net revenue [Member] | Customer One | |||
Basis of consolidation and risks and uncertainties | |||
Percentage attributable to customers | 34.00% | 31.00% | 35.00% |
Net revenue [Member] | Customer Two | |||
Basis of consolidation and risks and uncertainties | |||
Percentage attributable to customers | 17.00% | 22.00% | 16.00% |
Net revenue [Member] | Customer Three | |||
Basis of consolidation and risks and uncertainties | |||
Percentage attributable to customers | 15.00% | 18.00% | 16.00% |
Net revenue [Member] | Customer Four | |||
Basis of consolidation and risks and uncertainties | |||
Percentage attributable to customers | 15.00% | 15.00% | 13.00% |
1. THE COMPANY AND SUMMARY OF_5
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PP&E (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
Property and equipment, net: | |||
Impairment losses on long-lived equipment | $ 0 | $ 0 | $ 0 |
Inventories | |||
Minimum months to determine excess inventory | 12 months | ||
Inventory write-downs | $ 343 | 1,195 | 1,561 |
Segments | |||
Number of operating segments | segment | 1 | ||
Accounting for stock-based compensation | |||
Expected life | 5 years | ||
Dividend yield (as a percent) | 0.00% | ||
Comprehensive income (loss) | $ (10,229) | 268 | $ (4,595) |
Income taxes | |||
Valuation allowance | $ 9,389 | $ 6,700 | |
Minimum | |||
Property and equipment, net: | |||
Useful life, intangible assets | 5 years | ||
Maximum | |||
Property and equipment, net: | |||
Useful life, intangible assets | 15 years | ||
Software | Minimum | |||
Property and equipment, net: | |||
Useful life, property and equipment | 3 years | ||
Software | Maximum | |||
Property and equipment, net: | |||
Useful life, property and equipment | 5 years | ||
Computer and other equipment | Minimum | |||
Property and equipment, net: | |||
Useful life, property and equipment | 5 years | ||
Computer and other equipment | Maximum | |||
Property and equipment, net: | |||
Useful life, property and equipment | 10 years | ||
Building and building improvements | Minimum | |||
Property and equipment, net: | |||
Useful life, property and equipment | 10 years | ||
Building and building improvements | Maximum | |||
Property and equipment, net: | |||
Useful life, property and equipment | 25 years | ||
Furniture and fixtures | |||
Property and equipment, net: | |||
Useful life, property and equipment | 7 years |
1. THE COMPANY AND SUMMARY OF_6
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent accounting pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Apr. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 617 | |
Lease liabilities, operating lease | $ 640 | |
ASU 2016-02 | Restatement | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 1,100 | |
Lease liabilities, operating lease | $ 1,100 |
2. REVENUE RECOGNITION (Details
2. REVENUE RECOGNITION (Details) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false] | true | ||
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true/false] | true | ||
Warranty period | 3 years | ||
SRAM products | Customer Concentration Risk | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk percentage | 98.00% | ||
Sales revenue goods | Customer Concentration Risk | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk percentage | 38.00% | 45.00% | 36.00% |
Minimum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Payment terms | 30 days | ||
Maximum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Payment terms | 60 days |
2. REVENUE RECOGNITION - Revenu
2. REVENUE RECOGNITION - Revenue disaggregated (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 8,535 | $ 10,049 | $ 11,740 | $ 13,019 | $ 12,686 | $ 14,702 | $ 12,832 | $ 11,266 | $ 43,343 | $ 51,486 | $ 42,643 |
Contract Manufacturers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 14,603 | 21,281 | 14,875 | ||||||||
Distribution | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | 26,555 | 28,807 | 26,635 | ||||||||
OEMs | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net revenues | $ 2,185 | $ 1,398 | $ 1,133 |
3. NET INCOME (LOSS) PER COMM_3
3. NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Net income (loss) | $ (10,337) | $ 163 | $ (4,515) | |||||||
Weighted average shares - Basic | 22,968 | 21,889 | 21,085 | |||||||
Weighted average shares - Dilutive | 22,968 | 23,349 | 21,085 | |||||||
Net income (loss) per common share - Basic | $ (0.16) | $ (0.20) | $ (0.08) | $ (0.01) | $ 0.10 | $ (0.02) | $ (0.08) | $ (0.45) | $ 0.01 | $ (0.21) |
Net income (loss) per common share - Diluted | $ (0.16) | $ (0.20) | $ (0.08) | $ (0.01) | $ 0.10 | $ (0.02) | $ (0.08) | $ (0.45) | $ 0.01 | $ (0.21) |
Employee stock options | ||||||||||
Dilutive effect of options | 1,453 | |||||||||
Employee stock purchase plan options | ||||||||||
Dilutive effect of options | 7 |
3. NET INCOME (LOSS) PER COMM_4
3. NET INCOME (LOSS) PER COMMON SHARE - Shares underlying options (Details) - shares shares in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
NET INCOME (LOSS) PER COMMON SHARE | |||
Shares underlying options and ESPP shares | 3,914 | 2,108 | 2,790 |
4. BALANCE SHEET DETAIL - Inven
4. BALANCE SHEET DETAIL - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Inventories: | ||
Work-in-progress | $ 1,650 | $ 1,983 |
Finished goods | 2,612 | 3,690 |
Inventory at distributors | 20 | 12 |
Total inventory | $ 4,282 | $ 5,685 |
4. BALANCE SHEET DETAIL - Accou
4. BALANCE SHEET DETAIL - Accounts receivable, net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Accounts receivable, net: | ||
Accounts receivable | $ 6,415 | $ 7,441 |
Less: Allowances for doubtful accounts and other | (85) | (102) |
Total accounts receivable, net | $ 6,330 | $ 7,339 |
4. BALANCE SHEET DETAIL - Prepa
4. BALANCE SHEET DETAIL - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Prepaid expenses and other current assets: | ||
Prepaid tooling and masks | $ 707 | $ 535 |
Prepaid income taxes | 79 | 39 |
Escrow deposit | 1,000 | |
Other receivables | 211 | 321 |
Other prepaid expenses and other current assets | 937 | 605 |
Total prepaid expenses and other current assets | $ 1,934 | $ 2,500 |
4. BALANCE SHEET DETAIL - Prope
4. BALANCE SHEET DETAIL - Property and equipment, net (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Property and equipment, net: | |||
Property and equipment, gross | $ 30,888,000 | $ 31,712,000 | |
Less: Accumulated depreciation | (22,769,000) | (22,711,000) | |
Total property and equipment, net | 8,119,000 | 9,001,000 | |
Depreciation | 1,200,000 | 1,200,000 | $ 934,000 |
Computer and other equipment | |||
Property and equipment, net: | |||
Property and equipment, gross | 18,191,000 | 19,086,000 | |
Software | |||
Property and equipment, net: | |||
Property and equipment, gross | 4,086,000 | 4,058,000 | |
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 | 3,735,000 | 3,718,000 | |
Furniture and fixtures | |||
Property and equipment, net: | |||
Property and equipment, gross | 102,000 | 102,000 | |
Leasehold improvements | |||
Property and equipment, net: | |||
Property and equipment, gross | $ 874,000 | $ 848,000 |
4. BALANCE SHEET DETAIL - Other
4. BALANCE SHEET DETAIL - Other assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Other assets: | ||
Non-current deferred income taxes | $ 35 | |
Deposits | $ 128 | 125 |
Total other assets | $ 128 | $ 160 |
4. BALANCE SHEET DETAIL - Intan
4. BALANCE SHEET DETAIL - Intangible assets (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Gross Carrying Amount | $ 4,890,000 | $ 4,890,000 | |
Accumulated Amortization | (2,401,000) | (2,168,000) | |
Total | 2,489,000 | 2,722,000 | |
Amortization of intangible assets | 233,000 | 267,000 | $ 313,000 |
Product designs | |||
Gross Carrying Amount | 590,000 | 590,000 | |
Accumulated Amortization | (590,000) | (590,000) | |
Patents | |||
Gross Carrying Amount | 4,220,000 | 4,220,000 | |
Accumulated Amortization | (1,731,000) | (1,498,000) | |
Total | 2,489,000 | 2,722,000 | |
Software. | |||
Gross Carrying Amount | 80,000 | 80,000 | |
Accumulated Amortization | $ (80,000) | $ (80,000) |
4. BALANCE SHEET DETAIL - Futur
4. BALANCE SHEET DETAIL - Future amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Fiscal year ending March 31, | ||
2020 | $ 233 | |
2021 | 233 | |
2022 | 233 | |
2023 | 233 | |
2024 | 233 | |
Thereafter | 1,324 | |
Total | $ 2,489 | $ 2,722 |
4. BALANCE SHEET DETAIL - Accru
4. BALANCE SHEET DETAIL - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Accrued expenses and other liabilities: | ||
Accrued compensation | $ 3,673 | $ 4,659 |
Purchased intellectual property | 1,621 | |
Accrued professional fees | 60 | |
Accrued commissions | 270 | 304 |
Contingent consideration | 492 | |
Accrued retention payment | 415 | |
Miscellaneous accrued expenses | 1,014 | 939 |
Total accrued expenses and other liabilities | $ 6,578 | $ 6,869 |
5. GOODWILL (Details)
5. GOODWILL (Details) | 12 Months Ended | |
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | |
GOODWILL | ||
Number of reporting units | segment | 1 | |
Goodwill | $ 7,978,000 | $ 7,978,000 |
Goodwill impairment | $ 0 |
6. INCOME TAXES - Provision for
6. INCOME TAXES - Provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income (loss) before income taxes: | |||
U.S. | $ (8,574) | $ (5,487) | $ (3,654) |
Foreign | (1,516) | 5,755 | (408) |
Income (loss) before income taxes | (10,090) | 268 | (4,062) |
Current income tax expense (benefit): | |||
U.S. federal | (39) | (28) | 367 |
Foreign | 274 | 121 | 153 |
State | 1 | 1 | 1 |
Current income tax expense (benefit) | 236 | 94 | 521 |
Deferred income tax expense (benefit): | |||
U.S. federal | 12 | 13 | (90) |
Foreign | 22 | ||
State | (1) | (2) | |
Deferred income tax expense (benefit) | 11 | 11 | (68) |
Provision for income taxes | $ 247 | $ 105 | $ 453 |
6. INCOME TAXES - Statutory inc
6. INCOME TAXES - Statutory income tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
INCOME TAXES | |||
U.S. Federal taxes at statutory rate | $ (2,120) | $ 56 | $ (1,282) |
State taxes, net of federal benefit | (2) | ||
Deemed repatriation transfer tax | 5,117 | ||
Deferred tax re-measurement, change in tax rates | 1,093 | ||
Stock-based compensation | (58) | (124) | (124) |
Tax credits | (494) | (536) | (417) |
Foreign tax rate differential | 593 | 117 | 390 |
Tax exempt interest | (16) | (4) | (8) |
Non-deductible expenses and other | 38 | 17 | 97 |
Income tax expense (benefit) before change in valuation allowance | (2,057) | (476) | 4,866 |
Valuation allowance | 2,304 | 581 | (4,413) |
Provision for income taxes | $ 247 | $ 105 | $ 453 |
6. INCOME TAXES - Deferred tax
6. INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Deferred tax assets: | ||
Tax credits | $ 5,512 | $ 4,819 |
Net operating losses | 1,245 | 113 |
Stock-based compensation | 950 | 891 |
Property and equipment | 731 | 138 |
Other reserves and accruals | 976 | 776 |
Total deferred tax assets | 9,414 | 6,737 |
Valuation allowance | (9,389) | (6,700) |
Total deferred tax assets | 25 | 37 |
Deferred tax liabilities: | ||
Unrecognized gains | (32) | (2) |
Total deferred tax liabilities | (32) | (2) |
Net deferred tax assets | $ 35 | |
Net deferred tax liability | 7 | |
Deferred tax liabilities, undistributed foreign earnings | $ 0 |
6. INCOME TAXES - Unrecognized
6. INCOME TAXES - Unrecognized tax benefits (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
INCOME TAXES | |||
Unrecognized tax benefits, noncurrent | $ 613,000 | $ 622,000 | |
Deferred tax assets unrecognized tax benefit | 2,700,000 | 2,500,000 | |
Deferred tax assets, gross | 9,414,000 | 6,737,000 | |
Valuation allowance | (9,389,000) | (6,700,000) | |
Net deferred tax asset | 35,000 | ||
Net deferred tax liability | (7,000) | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | 3,102,000 | 2,735,000 | $ 2,714,000 |
Additions based on tax positions related to current year | 394,000 | 371,000 | 520,000 |
Additions based on tax positions related to prior years | 13,000 | ||
2017 Tax Act and tax rate re-measurement | (499,000) | ||
Reductions based on tax positions related to prior years | (158,000) | (17,000) | |
Lapses during the current year applicable to statutes of limitations | (17,000) | ||
Unrecognized tax benefits, end of period | 3,321,000 | $ 3,102,000 | $ 2,735,000 |
Unrecognized tax benefit that would impact effective tax rate | $ 582,000 |
6. INCOME TAXES - Tax Cuts and
6. INCOME TAXES - Tax Cuts and Jobs Act (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Corporate income tax rate | 35.00% | 21.00% | 21.00% | 21.00% |
Tax expense, one-time transition tax | $ 367,000 | |||
Cash, cash equivalents and short-term and long-term investments | $ 70,700,000 | |||
Possible reduction in uncertain tax benefits | 0 | |||
Valuation allowance | 9,389,000 | $ 6,700,000 | ||
Federal | ||||
Net operating loss carryforwards for income tax purposes | 5,300,000 | |||
Tax credit carryforwards for income tax purposes | 2,600,000 | |||
State | ||||
Net operating loss carryforwards for income tax purposes | 1,900,000 | |||
Tax credit carryforwards for income tax purposes | $ 3,700,000 |
7. FINANCIAL INSTRUMENTS (Detai
7. FINANCIAL INSTRUMENTS (Details) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Fair value measurements | ||
Discount rate | 0.148 | |
Short-term investments | $ 15,061,000 | $ 19,346,000 |
Long-term investments | 4,117,000 | 8,997,000 |
Level 2 | Marketable securities | ||
Fair value measurements | ||
Long-term investments | 4,100,000 | |
Other accrued expenses | ||
Fair value measurements | ||
Contingent consideration liability | 3,900,000 | 3,700,000 |
Accrued expenses and other liabilities | ||
Fair value measurements | ||
Contingent consideration liability | 0 | 492,000 |
Recurring | ||
Fair value measurements | ||
Assets | 33,295,000 | 32,433,000 |
Liabilities | 3,898,000 | 4,206,000 |
Recurring | Money market funds | ||
Fair value measurements | ||
Money market funds | 14,117,000 | 4,090,000 |
Recurring | Marketable securities | ||
Fair value measurements | ||
Marketable securities | 19,178,000 | 28,343,000 |
Recurring | Level 1 | ||
Fair value measurements | ||
Assets | 14,117,000 | 4,090,000 |
Recurring | Level 1 | Money market funds | ||
Fair value measurements | ||
Money market funds | 14,117,000 | 4,090,000 |
Recurring | Level 2 | ||
Fair value measurements | ||
Assets | 19,178,000 | 28,343,000 |
Recurring | Level 2 | Marketable securities | ||
Fair value measurements | ||
Marketable securities | 19,178,000 | 28,343,000 |
Recurring | Level 3 | ||
Fair value measurements | ||
Liabilities | $ 3,898,000 | $ 4,206,000 |
7. FINANCIAL INSTRUMENTS - Chan
7. FINANCIAL INSTRUMENTS - Change in contingent consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Changes in fair value of contingent consideration | |||
Contingent consideration, beginning of period | $ 4,206 | $ 5,514 | $ 6,200 |
Change due to accretion | 112 | 147 | 158 |
Re-measurement of contingent consideration | 80 | (326) | (466) |
Payment of contingent consideration | (500) | (1,129) | (378) |
Contingent consideration, end of period | $ 3,898 | $ 4,206 | $ 5,514 |
7. FINANCIAL INSTRUMENTS - Avai
7. FINANCIAL INSTRUMENTS - Available-for-sale investments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Available-for-sale investments | ||
Cost | $ 19,033 | |
Total | 19,178 | |
Short-term investments | ||
Available-for-sale investments | ||
Cost | 14,989 | $ 19,367 |
Gross Unrealized Gains | 73 | 4 |
Gross Unrealized Losses | (1) | (25) |
Total | 15,061 | 19,346 |
Short-term investments | Agency bonds | ||
Available-for-sale investments | ||
Cost | 2,989 | |
Gross Unrealized Gains | 21 | |
Total | 3,010 | |
Short-term investments | Supranational obligations | ||
Available-for-sale investments | ||
Cost | 2,867 | |
Gross Unrealized Losses | (1) | |
Total | 2,866 | |
Short-term investments | Certificates of deposit | ||
Available-for-sale investments | ||
Cost | 12,000 | 16,500 |
Gross Unrealized Gains | 52 | 4 |
Gross Unrealized Losses | (1) | (24) |
Total | 12,051 | 16,480 |
Long-term investment | ||
Available-for-sale investments | ||
Cost | 4,044 | 8,968 |
Gross Unrealized Gains | 73 | 34 |
Gross Unrealized Losses | (5) | |
Total | 4,117 | 8,997 |
Long-term investment | Agency bonds | ||
Available-for-sale investments | ||
Cost | 2,029 | 2,968 |
Gross Unrealized Gains | 42 | 11 |
Gross Unrealized Losses | (1) | |
Total | 2,071 | 2,978 |
Long-term investment | Supranational obligations | ||
Available-for-sale investments | ||
Cost | 1,270 | |
Gross Unrealized Gains | 13 | |
Total | 1,283 | |
Long-term investment | Certificates of deposit | ||
Available-for-sale investments | ||
Cost | 745 | 6,000 |
Gross Unrealized Gains | 18 | 23 |
Gross Unrealized Losses | (4) | |
Total | $ 763 | $ 6,019 |
7. FINANCIAL INSTRUMENTS - Unre
7. FINANCIAL INSTRUMENTS - Unrealized losses and fair value (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Fair Value | ||
Less Than 12 Months, Fair Value | $ 2,498 | $ 7,365 |
12 Months or Greater, Fair Value | 7,974 | |
Total, Fair Value | 2,498 | 15,339 |
Unrealized Loss | ||
Less Than 12 Months, Unrealized Loss | 2 | 4 |
12 Months or Greater, Unrealized Loss | 26 | |
Total, Unrealized Loss | 2 | 30 |
Certificates of deposit | ||
Fair Value | ||
Less Than 12 Months, Fair Value | 2,498 | 2,998 |
12 Months or Greater, Fair Value | 7,974 | |
Total, Fair Value | 2,498 | 10,972 |
Unrealized Loss | ||
Less Than 12 Months, Unrealized Loss | 2 | 2 |
12 Months or Greater, Unrealized Loss | 26 | |
Total, Unrealized Loss | $ 2 | 28 |
Supranational obligations | ||
Fair Value | ||
Less Than 12 Months, Fair Value | 2,866 | |
Total, Fair Value | 2,866 | |
Unrealized Loss | ||
Less Than 12 Months, Unrealized Loss | 1 | |
Total, Unrealized Loss | 1 | |
Agency bonds | ||
Fair Value | ||
Less Than 12 Months, Fair Value | 1,501 | |
Total, Fair Value | 1,501 | |
Unrealized Loss | ||
Less Than 12 Months, Unrealized Loss | 1 | |
Total, Unrealized Loss | $ 1 |
7. FINANCIAL INSTRUMENTS - Othe
7. FINANCIAL INSTRUMENTS - Other information (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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 | $ 30,000 | $ 2,000 |
7. FINANCIAL INSTRUMENTS - Cont
7. FINANCIAL INSTRUMENTS - Contractual maturities (Details) $ in Thousands | Mar. 31, 2020USD ($) |
FINANCIAL INSTRUMENTS | |
Maturing within one year, Cost | $ 14,989 |
Maturing in one to three years, Cost | 4,044 |
Total | 19,033 |
Maturing within one year, Fair Value | 15,061 |
Maturing in one to three years, Fair Value | 4,117 |
Total | $ 19,178 |
8. LEASES - Operating leases (D
8. LEASES - Operating leases (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Leases | |
Operating lease, option to extend | true |
Operating lease, renewal term | 5 years |
Operating lease right-of-use assets | $ 617 |
Lease liabilities, current | 498 |
Lease liabilities, non-current | 142 |
Total operating lease liabilities | $ 640 |
Minimum | |
Leases | |
Operating lease, term of lease | 5 months |
Maximum | |
Leases | |
Operating lease, term of lease | 25 months |
8. LEASES - Lease costs (Detail
8. LEASES - Lease costs (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Components of lease costs | |
Operating lease cost | $ 647 |
Short-term lease cost | 29 |
Lease costs | $ 676 |
8. LEASES - Other information (
8. LEASES - Other information (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 655 |
Right-of-use assets obtained in exchange for lease obligations - Operating leases | $ 1,228 |
Weighted-average remaining lease term (years) - Operating leases | 1 year 3 months 18 days |
Weighted-average discount rate - Operating leases | 6.46% |
8. LEASES - Maturity of lease l
8. LEASES - Maturity of lease liabilities (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2020 | |
Maturity of Lease Liabilities | |||
2021 | $ 512,000 | ||
2022 | 148,000 | ||
2023 | 7,000 | ||
Total | 667,000 | ||
Less: Imputed interest | (27,000) | ||
Total operating lease liabilities | 640,000 | ||
Current | 498,000 | ||
Non-current | $ 142,000 | ||
Future minimum lease payments | |||
2020 | $ 477,000 | ||
2021 | 338,000 | ||
2022 | 83,000 | ||
2023 | 7,000 | ||
Total | 905,000 | ||
Rent expense | $ 566,000 | $ 527,000 |
9. COMMITMENTS AND CONTINGENC_2
9. COMMITMENTS AND CONTINGENCIES - Product warranties (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |||
Royalty expense | $ 35,000 | $ 34,000 | $ 46,000 |
Product warranties | |||
Warranty period | 3 years |
10. COMMON STOCK - Repurchases
10. COMMON STOCK - Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share repurchase program | ||
Repurchase of common stock, amount | $ 103 | |
Common shares | ||
Share repurchase program | ||
Repurchase of common stock, shares | 12,004,779 | |
Treasury stock acquired cost per share | $ 5.06 | |
Repurchase of common stock, amount | $ 60,700 | |
Remaining authorized amount to be repurchased | $ 4,300 |
10. COMMON STOCK (Details)
10. COMMON STOCK (Details) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
COMMON STOCK. | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
10. COMMON STOCK - Dutch auctio
10. COMMON STOCK - Dutch auction (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 06, 2014 | Mar. 31, 2019 |
Repurchase of common stock, amount | $ 103 | |
Modified Dutch Auction | ||
Repurchase of common stock, shares | 3,846,153 | |
Treasury stock acquired cost per share | $ 6.50 | |
Repurchase of common stock, amount | $ 25,000 |
11. STOCK-BASED COMPENSATION (D
11. STOCK-BASED COMPENSATION (Details) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2016shares | Mar. 31, 2020USD ($)itemshares | Mar. 31, 2019shares | Mar. 31, 2018shares | Mar. 31, 2007shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Granted (in shares) | 1,011,708 | 1,097,893 | 1,029,684 | ||
2007 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Maximum shares authorized | 3,000,000 | ||||
Maximum annual plan shares authorized reserve increase percentage | 5.00% | ||||
Granted (in shares) | 0 | ||||
Shares issued (in shares) | 136,463 | ||||
2007 Equity Incentive Plan | Non Officer Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting percentage | 25.00% | ||||
2007 Equity Incentive Plan | Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 4 years | ||||
2016 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Shares available for future award | 6,000,000 | ||||
Previously authorized shares cancelled (in shares) | 705,699 | ||||
Maximum shares subject to stock options and stock appreciation rights granted per employee per fiscal year | 300,000 | ||||
Maximum shares subject to stock restricted stock and restricted stock unit awards granted per employee per fiscal year | 100,000 | ||||
Maximum shares subject to performance share awards granted per employee per fiscal year | 50,000 | ||||
Maximum amount subject to performance unit awards granted per employee per fiscal year | $ | $ 500,000 | ||||
Maximum amount subject to cash-based or other stock-based awards granted per employee per fiscal year | $ | $ 500,000 | ||||
Maximum shares subject to cash-based or other stock-based awards granted per employee per fiscal year | 50,000 | ||||
2016 Equity Incentive Plan | Non Officer Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting percentage | 25.00% | ||||
2016 Equity Incentive Plan | Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 4 years | ||||
2016 Equity Incentive Plan | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Maximum total fair market value of a share | $ | $ 150,000 | ||||
2007 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Maximum shares authorized | 500,000 | ||||
Maximum annual plan shares authorized reserve increase percentage | 1.00% | ||||
Maximum annual plan shares authorized reserve share increase | 250,000 | ||||
Minimum hours to work per week to qualify for the Employee Stock Purchase Plan | item | 20 | ||||
Minimum number of months per year needed to work to qualify for the Employee Stock Purchase Plan | 5 months | ||||
Maximum percentage stock ownership to qualify for the Employee Stock Purchase Plan | 5.00% | ||||
Maximum annual purchase rights per employee per year to enable granting of additional rights | $ | $ 25,000 | ||||
Offering period length | 6 months | ||||
Exercise price percentage of fair value of shares | 85.00% | ||||
Maximum share purchase per employee per offering period number of shares multiplier | 1,000 | ||||
Maximum share purchase per employee per offering period value multiplier | 2,083.33 | ||||
2007 Employee Stock Purchase Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Offering period length | 27 months |
11. STOCK-BASED COMPENSATION -
11. STOCK-BASED COMPENSATION - Stock option activities (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
STOCK-BASED COMPENSATION | |||
Shares available for grant, Beginning | 3,426,548 | 4,444,301 | 5,464,185 |
Granted (in shares) | (1,011,708) | (1,097,893) | (1,029,684) |
Forfeited (in shares) | 107,474 | 80,140 | 9,800 |
Shares available for grant, Ending | 2,522,314 | 3,426,548 | 4,444,301 |
Number of Shares Underlying Options Outstanding | |||
Balance at the beginning of the period (in shares) | 8,017,029 | 7,874,267 | 7,622,830 |
Granted (in shares) | 1,011,708 | 1,097,893 | 1,029,684 |
Exercised (in shares) | (772,667) | (823,456) | (678,897) |
Forfeited (in shares) | (120,279) | (131,675) | (99,350) |
Balance at the end of the period (in shares) | 8,135,791 | 8,017,029 | 7,874,267 |
Options vested and exercisable (in shares) | 5,138,027 | ||
Options vested and expected to vest (in shares) | 8,056,574 | ||
Weighted Average Remaining Contractual Life | |||
Options weighted average remaining contractual life | 5 years 5 months 19 days | ||
Options vested and exercisable | 3 years 10 months 24 days | ||
Options vested and expected to vest | 5 years 5 months 9 days | ||
Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $ 5.77 | $ 5.45 | $ 5.09 |
Granted (in dollars per share) | 8.11 | 6.74 | 7.28 |
Exercised (in dollars per share) | 4.39 | 4 | 4.22 |
Forfeited (in dollars per share) | 7.03 | 5.60 | 5.06 |
Balance at the end of the period (in dollars per share) | 6.17 | $ 5.77 | $ 5.45 |
Options vested and exercisable (in dollars per share) | 5.68 | ||
Options vested and expected to vest (in dollars per share) | $ 6.16 | ||
Intrinsic Value | |||
Exercised (in dollars) | $ 2,614,879 | $ 2,782,691 | $ 2,460,812 |
Options vested and exercisable (in dollars) | 4,830,618 | ||
Options vested and expected to vest (in dollars) | $ 5,581,363 |
11. STOCK-BASED COMPENSATION _2
11. STOCK-BASED COMPENSATION - Options outstanding by exercise price (Details) - $ / shares | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
Options outstanding by exercise price | ||||
Exercise Price (in dollars per share) | $ 6.17 | $ 5.77 | $ 5.45 | $ 5.09 |
Number of Shares Underlying Options Outstanding (in shares) | 8,135,791 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.17 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 5 months 19 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 5,138,027 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.68 | |||
$3.40 - $4.81 | ||||
Options outstanding by exercise price | ||||
Exercise Price, low end of range (in dollars per share) | 3.40 | |||
Exercise Price, high end of range (in dollars per share) | $ 4.81 | |||
Number of Shares Underlying Options Outstanding (in shares) | 910,273 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.07 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 29 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 910,273 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.07 | |||
$4.90 - $4.99 | ||||
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) | $ 4.99 | |||
Number of Shares Underlying Options Outstanding (in shares) | 1,336,396 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.97 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 1 month 24 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 897,047 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.96 | |||
$5.13 - $5.59 | ||||
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) | $ 5.59 | |||
Number of Shares Underlying Options Outstanding (in shares) | 926,921 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.32 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 4 months 21 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 891,696 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.32 | |||
$5.69 - $6.16 | ||||
Options outstanding by exercise price | ||||
Exercise Price, low end of range (in dollars per share) | 5.69 | |||
Exercise Price, high end of range (in dollars per share) | $ 6.16 | |||
Number of Shares Underlying Options Outstanding (in shares) | 825,827 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.92 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 5 months 12 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 644,888 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.90 | |||
$6.24 - $6.70 | ||||
Options outstanding by exercise price | ||||
Exercise Price, low end of range (in dollars per share) | 6.24 | |||
Exercise Price, high end of range (in dollars per share) | $ 6.70 | |||
Number of Shares Underlying Options Outstanding (in shares) | 1,399,575 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.58 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 1 month 10 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 784,655 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.49 | |||
$6.82 - $7.26 | ||||
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) | $ 7.26 | |||
Number of Shares Underlying Options Outstanding (in shares) | 1,296,755 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.05 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 3 months 18 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 721,208 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.93 | |||
$7.40 - $8.06 | ||||
Options outstanding by exercise price | ||||
Exercise Price, low end of range (in dollars per share) | 7.40 | |||
Exercise Price, high end of range (in dollars per share) | $ 8.06 | |||
Number of Shares Underlying Options Outstanding (in shares) | 628,211 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.77 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 11 months 27 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 136,376 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 7.59 | |||
$8.09 | ||||
Options outstanding by exercise price | ||||
Exercise Price (in dollars per share) | $ 8.09 | |||
Number of Shares Underlying Options Outstanding (in shares) | 85,360 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 8.09 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 8 months 9 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 43,304 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 8.09 | |||
$8.30 | ||||
Options outstanding by exercise price | ||||
Exercise Price (in dollars per share) | $ 8.30 | |||
Number of Shares Underlying Options Outstanding (in shares) | 617,893 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 8.30 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years 3 months 29 days | |||
$9.20 | ||||
Options outstanding by exercise price | ||||
Exercise Price (in dollars per share) | $ 9.20 | |||
Number of Shares Underlying Options Outstanding (in shares) | 108,580 | |||
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 9.20 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 10 months 2 days | |||
Options Exercisable, Number Vested and Exercisable (in shares) | 108,580 | |||
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 9.20 |
11. STOCK-BASED COMPENSATION _3
11. STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Stock-based compensation expense by line item | |||
Stock-based compensation expense | $ 2,566,000 | $ 2,266,000 | $ 2,070,000 |
Cost of revenues | |||
Stock-based compensation expense by line item | |||
Stock-based compensation expense | 257,000 | 234,000 | 259,000 |
Research and development | |||
Stock-based compensation expense by line item | |||
Stock-based compensation expense | 1,487,000 | 1,310,000 | 1,141,000 |
Selling, general and administrative | |||
Stock-based compensation expense by line item | |||
Stock-based compensation expense | 822,000 | 722,000 | 670,000 |
2007 Employee Stock Purchase Plan | |||
Stock-based compensation expense by line item | |||
Stock-based compensation expense | $ 220,000 | $ 211,000 | $ 207,000 |
11. STOCK-BASED COMPENSATION _4
11. STOCK-BASED COMPENSATION - Weighted average assumptions (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Stock-based compensation | |||
Expected life | 5 years | ||
Dividend yield (as a percent) | 0.00% | ||
Other information | |||
Income tax benefit recognized from allocation of share-based compensation expense | $ 0 | $ 0 | |
Windfall tax benefits realized | 0 | $ 0 | |
Unrecognized compensation costs | $ 4,800,000 | ||
Weighted average period of recognition of unrecognized compensation costs | 1 year 10 months 24 days | ||
Weighted average fair value per underlying share of options granted (in dollars per share) | $ 2.86 | $ 2.44 | $ 2.54 |
Employee stock options | |||
Stock-based compensation | |||
Risk-free interest rate, low end of range (as a percent) | 1.35% | 2.53% | 1.84% |
Risk-free interest rate, high end of range (as a percent) | 2.30% | 2.91% | 2.49% |
Expected life | 5 years | 5 years | 5 years |
Volatility, low end of range (as a percent) | 36.50% | 35.60% | 35.50% |
Volatility, high end of range (as a percent) | 39.70% | 37.30% | 36.50% |
Employee stock purchase plan options | |||
Stock-based compensation | |||
Risk-free interest rate, low end of range (as a percent) | 1.58% | 2.09% | 1.04% |
Risk-free interest rate, high end of range (as a percent) | 2.43% | 2.50% | 1.42% |
Expected life | 6 months | 6 months | 6 months |
Volatility, low end of range (as a percent) | 33.50% | 32.60% | 38.80% |
Volatility, high end of range (as a percent) | 43.10% | 37.70% | 51.10% |
12. RELATED PARTY TRANSACTION (
12. RELATED PARTY TRANSACTION (Details) | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Non-Recurring Engineering Services | Wistron Neweb Corp | |
Related Party Transaction [Line Items] | |
Non-recurring engineering service expense | $ 357,000 |
13. SEGMENT AND GEOGRAPHIC IN_3
13. SEGMENT AND GEOGRAPHIC INFORMATION - Revenue (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
Net revenues by geographic area | |||||||||||
Net revenues | $ 8,535 | $ 10,049 | $ 11,740 | $ 13,019 | $ 12,686 | $ 14,702 | $ 12,832 | $ 11,266 | $ 43,343 | $ 51,486 | $ 42,643 |
Number of reporting units | segment | 1 | ||||||||||
United States | |||||||||||
Net revenues by geographic area | |||||||||||
Net revenues | $ 17,505 | 19,327 | 20,690 | ||||||||
China | |||||||||||
Net revenues by geographic area | |||||||||||
Net revenues | 6,079 | 4,458 | 5,520 | ||||||||
Singapore | |||||||||||
Net revenues by geographic area | |||||||||||
Net revenues | 6,556 | 7,592 | 6,878 | ||||||||
Netherlands | |||||||||||
Net revenues by geographic area | |||||||||||
Net revenues | 5,463 | 11,093 | 4,375 | ||||||||
Germany | |||||||||||
Net revenues by geographic area | |||||||||||
Net revenues | 6,604 | 7,478 | 3,769 | ||||||||
Rest of the world | |||||||||||
Net revenues by geographic area | |||||||||||
Net revenues | $ 1,136 | $ 1,538 | $ 1,411 |
13. SEGMENT AND GEOGRAPHIC IN_4
13. SEGMENT AND GEOGRAPHIC INFORMATION - Long-lived assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Net revenues and long-lived assets by geographic area | ||
Long-lived assets | $ 8,119 | $ 9,001 |
United States | ||
Net revenues and long-lived assets by geographic area | ||
Long-lived assets | 7,340 | 7,707 |
Taiwan | ||
Net revenues and long-lived assets by geographic area | ||
Long-lived assets | 369 | 854 |
Israel | ||
Net revenues and long-lived assets by geographic area | ||
Long-lived assets | $ 410 | $ 440 |
14. ACQUISITION (Details)
14. ACQUISITION (Details) | Nov. 23, 2015USD ($)patent | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Acquisition disclosure | |||||||
Discount rate | 0.148 | ||||||
Other accrued expenses | |||||||
Acquisition disclosure | |||||||
Contingent consideration liability | $ 3,900,000 | $ 3,700,000 | |||||
Accrued expenses and other liabilities | |||||||
Acquisition disclosure | |||||||
Contingent consideration liability | 0 | 492,000 | |||||
MikaMonu | |||||||
Acquisition disclosure | |||||||
Cash paid for acquisition | $ 4,900,000 | ||||||
Payment of escrow deposit | $ 1,000,000 | $ 750,000 | $ 743,000 | ||||
Potential cash retention payments | $ 2,500,000 | ||||||
Discount rate (as a percent) | 14.8 | ||||||
Change in contingent consideration liability | 80,000 | (326,000) | $ (466,000) | ||||
MikaMonu | Other accrued expenses | |||||||
Acquisition disclosure | |||||||
Contingent consideration liability | $ 5,800,000 | 3,900,000 | 3,700,000 | ||||
MikaMonu | Accrued expenses and other liabilities | |||||||
Acquisition disclosure | |||||||
Contingent consideration liability | 0 | $ 492,000 | |||||
MikaMonu | United States | |||||||
Acquisition disclosure | |||||||
Number of patents held | patent | 12 | ||||||
MikaMonu | Continued employment of Dr. Avidan Akerib | |||||||
Acquisition disclosure | |||||||
Amount of payment held in escrow | $ 2,500,000 | ||||||
Contingent consideration | 1,200,000 | ||||||
MikaMonu | Product development milestones and revenue targets | |||||||
Acquisition disclosure | |||||||
Contingent consideration | 1,300,000 | ||||||
MikaMonu | Product development milestones and revenue targets | Maximum | |||||||
Acquisition disclosure | |||||||
Contingent consideration | 38,800,000 | ||||||
MikaMonu | Product development milestones and revenue targets | Accrued expenses and other liabilities | |||||||
Acquisition disclosure | |||||||
Contingent consideration | $ 750,000 | ||||||
MikaMonu | Revenue milestones to be achieved by January, 1 2021 | |||||||
Acquisition disclosure | |||||||
Contingent consideration | 2,800,000 | ||||||
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% |
15. EMPLOYEE BENEFIT PLANS (Det
15. EMPLOYEE BENEFIT PLANS (Details) | 12 Months Ended |
Mar. 31, 2020 | |
United States | |
Defined Contribution Plan Disclosure [Line Items] | |
Maximum amount employee can contribute (as a percent) | 15.00% |
Taiwan | |
Defined Contribution Plan Disclosure [Line Items] | |
Maximum amount employee can contribute (as a percent) | 6.00% |
Maximum amount employer can contribute (as a percent) | 6.00% |
Israel | |
Defined Contribution Plan Disclosure [Line Items] | |
Maximum amount employee can contribute (as a percent) | 6.00% |
Maximum amount employer can contribute (as a percent) | 15.83% |
16. QUARTERLY FINANCIAL DATA (U
16. QUARTERLY FINANCIAL DATA (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Consolidated Statement of Operations Data: | |||||||||||
Net revenues | $ 8,535 | $ 10,049 | $ 11,740 | $ 13,019 | $ 12,686 | $ 14,702 | $ 12,832 | $ 11,266 | $ 43,343 | $ 51,486 | $ 42,643 |
Gross profit | 4,483 | 6,049 | 6,568 | 8,243 | 7,770 | 10,039 | 8,031 | 5,788 | 25,343 | 31,628 | 22,426 |
Net income (loss) | $ (3,824) | $ (4,620) | $ (1,768) | $ (125) | $ (102) | $ 2,262 | $ (351) | $ (1,646) | $ (10,337) | $ 163 | $ (4,515) |
Net income (loss) per common share - Basic | $ (0.16) | $ (0.20) | $ (0.08) | $ (0.01) | $ 0.10 | $ (0.02) | $ (0.08) | $ (0.45) | $ 0.01 | $ (0.21) | |
Net income (loss) per common share - Diluted | $ (0.16) | $ (0.20) | $ (0.08) | $ (0.01) | $ 0.10 | $ (0.02) | $ (0.08) | $ (0.45) | $ 0.01 | $ (0.21) |