Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2022 | Jan. 31, 2023 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-33387 | |
Entity Registrant Name | GSI TECHNOLOGY INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0398779 | |
Entity Address, Address Line One | 1213 Elko Drive | |
Entity Address, City or Town | Sunnyvale | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94089 | |
City Area Code | 408 | |
Local Phone Number | 331-8800 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | GSIT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,685,059 | |
Entity Central Index Key | 0001126741 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 31,870 | $ 36,971 |
Short-term investments | 3,331 | 6,992 |
Accounts receivable, net | 3,644 | 4,518 |
Inventories | 6,199 | 4,655 |
Prepaid expenses and other current assets | 1,318 | 1,555 |
Total current assets | 46,362 | 54,691 |
Property and equipment, net | 6,995 | 7,359 |
Operating lease right-of-use assets | 838 | 889 |
Long-term investments | 3,345 | |
Goodwill | 7,978 | 7,978 |
Intangible assets, net | 1,848 | 2,023 |
Deposits | 127 | 137 |
Total assets | 64,148 | 76,422 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable ($4 and $32 to a related party) | 1,556 | 1,474 |
Lease liabilities, current | 500 | 537 |
Accrued expenses and other liabilities | 5,088 | 6,850 |
Total current liabilities | 7,144 | 8,861 |
Deferred tax liability | 11 | 11 |
Lease liabilities, non-current | 300 | 361 |
Contingent consideration, non-current | 1,893 | 2,738 |
Total liabilities | 9,348 | 11,971 |
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: 24,685,059 and 24,486,239 shares, respectively | 25 | 24 |
Additional paid-in capital | 55,438 | 53,083 |
Accumulated other comprehensive loss | (145) | (154) |
Retained earnings (deficit) | (518) | 11,498 |
Total stockholders' equity | 54,800 | 64,451 |
Total liabilities and stockholders' equity | $ 64,148 | $ 76,422 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Mar. 31, 2022 |
Assets Abstract | ||
Accounts payable, related party | $ 4,000 | $ 32,000 |
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 | 24,685,059 | 24,486,239 |
Common stock, shares outstanding | 24,685,059 | 24,486,239 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Net revenues | $ 6,447,000 | $ 8,065,000 | $ 24,309,000 | $ 24,653,000 |
Cost of revenues ($4, $268, $201 and $349 to a related party) | 2,741,000 | 3,603,000 | 9,636,000 | 11,232,000 |
Gross profit | 3,706,000 | 4,462,000 | 14,673,000 | 13,421,000 |
Operating expenses: | ||||
Research and development | 5,529,000 | 6,152,000 | 18,543,000 | 18,162,000 |
Selling, general and administrative | 2,966,000 | 2,842,000 | 8,066,000 | 8,669,000 |
Total operating expenses | 8,495,000 | 8,994,000 | 26,609,000 | 26,831,000 |
Loss from operations | (4,789,000) | (4,532,000) | (11,936,000) | (13,410,000) |
Interest income, net | 118,000 | 20,000 | 195,000 | 60,000 |
Other expense, net | (57,000) | (5,000) | (94,000) | (73,000) |
Loss before income taxes | (4,728,000) | (4,517,000) | (11,835,000) | (13,423,000) |
Provision (benefit) for income taxes | 84,000 | 64,000 | 181,000 | (66,000) |
Net loss | $ (4,812,000) | $ (4,581,000) | $ (12,016,000) | $ (13,357,000) |
Net loss per share: | ||||
Basic | $ (0.20) | $ (0.19) | $ (0.49) | $ (0.55) |
Diluted | $ (0.20) | $ (0.19) | $ (0.49) | $ (0.55) |
Weighted average shares used in per share calculations: | ||||
Basic | 24,621 | 24,406 | 24,566 | 24,244 |
Diluted | 24,621 | 24,406 | 24,566 | 24,244 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Cost of revenues, related party | $ 4 | $ 268 | $ 201 | $ 349 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Loss [Abstract] | ||||
Net loss | $ (4,812) | $ (4,581) | $ (12,016) | $ (13,357) |
Net unrealized gain (loss) on available-for-sale investments | 34 | (29) | 9 | (60) |
Total comprehensive loss | $ (4,778) | $ (4,610) | $ (12,007) | $ (13,417) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Deficit) | Total |
Beginning Balance - Shares at Mar. 31, 2021 | 24,020,276 | ||||
Beginning Balance - Amount at Mar. 31, 2021 | $ 24 | $ 47,722 | $ (20) | $ 27,866 | $ 75,592 |
Issuance of common stock under employee stock option plans, shares | 462,276 | ||||
Issuance of common stock under employee stock option plans, amount | 2,353 | 2,353 | |||
Stock-based compensation expense | 2,279 | 2,279 | |||
Comprehensive loss: | |||||
Net loss | (13,357) | (13,357) | |||
Net unrealized gain (loss) on available-for-sale investments | (60) | (60) | |||
Ending Balance, Shares at Dec. 31, 2021 | 24,482,552 | ||||
Ending Balance, Amount at Dec. 31, 2021 | $ 24 | 52,354 | (80) | 14,509 | 66,807 |
Beginning Balance - Shares at Sep. 30, 2021 | 24,328,128 | ||||
Beginning Balance - Amount at Sep. 30, 2021 | $ 24 | 50,858 | (51) | 19,090 | 69,921 |
Issuance of common stock under employee stock option plans, shares | 154,424 | ||||
Issuance of common stock under employee stock option plans, amount | 756 | 756 | |||
Stock-based compensation expense | 740 | 740 | |||
Comprehensive loss: | |||||
Net loss | (4,581) | (4,581) | |||
Net unrealized gain (loss) on available-for-sale investments | (29) | (29) | |||
Ending Balance, Shares at Dec. 31, 2021 | 24,482,552 | ||||
Ending Balance, Amount at Dec. 31, 2021 | $ 24 | 52,354 | (80) | 14,509 | 66,807 |
Beginning Balance - Shares at Mar. 31, 2022 | 24,486,239 | ||||
Beginning Balance - Amount at Mar. 31, 2022 | $ 24 | 53,083 | (154) | 11,498 | 64,451 |
Issuance of common stock under employee stock option plans, shares | 198,820 | ||||
Issuance of common stock under employee stock option plans, amount | $ 1 | 401 | 402 | ||
Stock-based compensation expense | 1,954 | 1,954 | |||
Comprehensive loss: | |||||
Net loss | (12,016) | (12,016) | |||
Net unrealized gain (loss) on available-for-sale investments | 9 | 9 | |||
Ending Balance, Shares at Dec. 31, 2022 | 24,685,059 | ||||
Ending Balance, Amount at Dec. 31, 2022 | $ 25 | 55,438 | (145) | (518) | 54,800 |
Beginning Balance - Shares at Sep. 30, 2022 | 24,553,753 | ||||
Beginning Balance - Amount at Sep. 30, 2022 | $ 25 | 54,560 | (179) | 4,294 | 58,700 |
Issuance of common stock under employee stock option plans, shares | 131,306 | ||||
Issuance of common stock under employee stock option plans, amount | 223 | 223 | |||
Stock-based compensation expense | 655 | 655 | |||
Comprehensive loss: | |||||
Net loss | (4,812) | (4,812) | |||
Net unrealized gain (loss) on available-for-sale investments | 34 | 34 | |||
Ending Balance, Shares at Dec. 31, 2022 | 24,685,059 | ||||
Ending Balance, Amount at Dec. 31, 2022 | $ 25 | $ 55,438 | $ (145) | $ (518) | $ 54,800 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (12,016) | $ (13,357) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Allowance for doubtful accounts and other | (17) | (85) |
Provision for excess and obsolete inventories | 166 | 330 |
Non-cash lease expense | 427 | 291 |
Change in fair value of contingent consideration | (845) | 68 |
Depreciation and amortization | 763 | 752 |
Stock-based compensation | 1,954 | 2,279 |
Amortization of premium on investments | 15 | 59 |
Changes in assets and liabilities: | ||
Accounts receivable | 891 | 702 |
Inventories | (1,710) | (723) |
Prepaid expenses and other assets | 247 | (870) |
Accounts payable | 116 | 792 |
Accrued expenses and other liabilities | (2,236) | (180) |
Net cash used in operating activities | (12,245) | (9,942) |
Cash flows from investing activities: | ||
Purchase of investments | (7,163) | |
Maturities of short-term investments | 7,000 | 7,384 |
Purchases of property and equipment | (258) | (541) |
Net cash provided (used) by investing activities | 6,742 | (320) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock under employee stock plans | 402 | 2,353 |
Net cash provided by financing activities | 402 | 2,353 |
Net decrease in cash and cash equivalents | (5,101) | (7,909) |
Cash and cash equivalents at beginning of the period | 36,971 | 44,234 |
Cash and cash equivalents at end of the period | 31,870 | 36,325 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment through accounts payable and accruals | 26 | |
Operating lease right-of-use assets exchanged for lease obligations | 376 | 174 |
Supplemental cash flow information: | ||
Net cash paid for income taxes | $ 139 | $ 54 |
1. THE COMPANY AND SUMMARY OF S
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2022 | |
The Company And Summary Of Significant Accounting Policies | |
NOTE 1-THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements of GSI Technology, Inc. and its subsidiaries (“GSI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These interim financial statements contain all adjustments (which consist of only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the interim financial information included therein. The Company believes that the disclosures are adequate to make the information not misleading. However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. The consolidated results of operations for the nine months ended December 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year. Reclassifications Certain amounts in the fiscal 2022 condensed consolidated financial statements have been reclassified to conform to the fiscal 2023 presentation. Significant accounting policies There have been no material changes to our significant accounting policies that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Risk and uncertainties The COVID-19 global pandemic has affected the business activities of the Company, its customers, suppliers and other business partners. Governments in affected regions have implemented, and may continue to implement, safety precautions including 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, took additional steps to avoid or reduce infection, including limiting travel and working from home. These measures have disrupted normal business operations and have had significant negative impacts on businesses and financial markets worldwide. The Company continues to monitor its operations and government recommendations and has made modifications to its normal operations because of the COVID-19 global pandemic. Since the outbreak of COVID-19, aside from supply chain shortages from the lengthening of lead times for wafers and assembly services and the impact of ongoing and expected price increases, including a 20% increase in the cost of wafers received in early calendar 2022 and a 6% increase in early calendar 2023, the Company has experienced minimal impact, and continues to experience minimal impact, on its manufacturing operations in Taiwan. Final testing of the Company’s products is conducted in house in both the US and Taiwan. The Company’s revenues were impacted by changes in customer buying patterns and communication limitations related to COVID-19 restrictions that required a significant number of its customer contacts to work from home. The Company’s results for the fiscal years ended March 31, 2022 and 2021 demonstrated the challenges that the Company has faced during the COVID-19 global pandemic, which has restricted the activities of the Company’s sales force and distributors, reduced customer demand and caused the postponement of investment in certain customer sectors. These challenges have also impacted the Company as it entered new markets and engaged with target customers to sell its new APU product. Industry conferences and on-site training workshops, which are typically used for building a sales pipeline, were limited, and continue to be limited due to COVID-19 related restrictions. The Company adapted its sales strategies for the COVID-19 environment, where it could not do face-to-face meetings and conduct secure meetings with government and defense customers. In addition to the continuing COVID-19 global pandemic, the recent military conflict in Ukraine, the rapid rise in energy prices, worldwide inflationary pressures, rising interest rates and decline in the global economic environment may have an adverse impact on the Company’s business and financial condition. The Company believes that during the next 12 months the COVID-19 global 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, if the pandemic continues, it will have an adverse effect on the Company’s results of operations, financial position, including potential impairments, and liquidity in fiscal year 2023. The Company has made estimates of the impact of COVID-19 within its condensed consolidated financial statements and there may be changes to those estimates in future periods that could be material. Accounting pronouncements not yet effective for fiscal 2023 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” |
2. REVENUE RECOGNITION
2. REVENUE RECOGNITION | 9 Months Ended |
Dec. 31, 2022 | |
REVENUE RECOGNITION. | |
Note 2 - REVENUE RECOGNITION | NOTE 2—REVENUE RECOGNITION 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 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 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. For all transactions apart from consignment sales, the Company will generally recognize revenue upon shipment of the product. For consignment sales, which are infrequent, revenue is recognized at the time that the product is pulled from consignment warehouses. Because all of the Company’s performance obligations 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 certain distributors. As a practical expedient, the Company is recognizing the incremental costs 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 December 31, 2022 and March 31, 2022. The majority of the Company’s revenue is derived from sales of SRAM products, which represent approximately 98% and 96% of total revenues in the three months ended December 31, 2022 and 2021, respectively and 97% and 98% of total revenues in the nine months ended December 31, 2022 and 2021, respectively. 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 20% and 24% of the Company’s net revenues in the three months ended December 31, 2022 and 2021, respectively, and 16% and 31% of the Company’s net revenues in the nine months ended December 31, 2022 and 2021, respectively. See “Note 12 — Segment and Geographic Information” for revenue by shipment destination. The following table presents the Company’s revenue disaggregated by customer type. Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) (In thousands) Contract manufacturers $ 1,391 $ 2,295 $ 4,597 $ 8,146 Distribution 4,992 5,668 19,110 15,877 OEMs 64 102 602 630 $ 6,447 $ 8,065 $ 24,309 $ 24,653 |
3. NET LOSS PER COMMON SHARE
3. NET LOSS PER COMMON SHARE | 9 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER COMMON SHARE | |
NOTE 3 - NET LOSS PER COMMON SHARE | NOTE 3—NET LOSS PER COMMON SHARE The Company uses the treasury stock method to calculate the weighted average shares used in computing diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands, except per share amounts) (In thousands, except per share amounts) Net loss $ (4,812) $ (4,581) $ (12,016) $ (13,357) Denominators: Weighted average shares—Basic 24,621 24,406 24,566 24,244 Dilutive effect of employee stock options — — — — Dilutive effect of employee stock purchase plan options — — — — Weighted average shares—Dilutive 24,621 24,406 24,566 24,244 Net loss per common share—Basic $ (0.20) $ (0.19) $ (0.49) $ (0.55) Net loss per common share—Diluted $ (0.20) $ (0.19) $ (0.49) $ (0.55) The following shares of common stock underlying outstanding stock options, determined on a weighted average basis, were excluded from the computation of diluted net loss per share as they had an anti-dilutive effect: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) (In thousands) Shares underlying options and ESPP shares 8,797 6,552 8,492 6,136 |
4. BALANCE SHEET DETAIL
4. BALANCE SHEET DETAIL | 9 Months Ended |
Dec. 31, 2022 | |
BALANCE SHEET DETAIL | |
NOTE 4 - BALANCE SHEET DETAIL | NOTE 4—BALANCE SHEET DETAIL December 31, 2022 March 31, 2022 (In thousands) Inventories: Work-in-progress $ 3,738 $ 3,085 Finished goods 2,452 1,555 Inventory at distributors 9 15 $ 6,199 $ 4,655 December 31, 2022 March 31, 2022 (In thousands) Accounts receivable, net: Accounts receivable $ 3,708 $ 4,599 Less: Allowances for doubtful accounts and other (64) (81) $ 3,644 $ 4,518 December 31, 2022 March 31, 2022 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ 503 $ 68 Other receivables 167 226 Other prepaid expenses and other current assets 648 1,261 $ 1,318 $ 1,555 December 31, 2022 March 31, 2022 (In thousands) Property and equipment, net: Computer and other equipment $ 18,593 $ 18,415 Software 4,428 4,425 Land 3,900 3,900 Building and building improvements 3,738 3,735 Furniture and fixtures 102 102 Leasehold improvements 910 878 31,671 31,455 Less: Accumulated depreciation (24,676) (24,096) $ 6,995 $ 7,359 Depreciation expense was $195,000 and $193,000 for the three months ended December 31, 2022 and 2021, respectively, and $588,000 and $577,000 for the nine months ended December 31, 2022 and 2021, respectively. The following tables summarize the components of intangible assets and related accumulated amortization balances at December 31, 2022 and March 31, 2022 (in thousands): As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (2,372) 1,848 Software 80 (80) — Total $ 4,890 $ (3,042) $ 1,848 As of March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (2,197) 2,023 Software 80 (80) — Total $ 4,890 $ (2,867) $ 2,023 Amortization of intangible assets included in cost of revenues was $58,000 for each of the three months ended December 31, 2022 and 2021, and $175,000 for each of the nine months ended December 31, 2022 and 2021. 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. The Company identified a potential impairment indicator for the finite lived intangible assets and performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows of the asset group to the carrying amount as of December 31, 2022 and March 31, 2022. The result of the recoverability tests indicated that the sum of the expected future cash flows was greater than the carrying amount of the finite lived intangible assets. Based on the uncertainty of forecasts inherent with a new product, events such as the failure to generate forecasted revenue from the APU product could result in a non-cash impairment charge in future periods. As of December 31, 2022, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Fiscal year ending March 31, 2023 (remaining three months) $ 59 2024 233 2025 233 2026 233 2027 233 Thereafter 857 Total $ 1,848 December 31, 2022 March 31, 2022 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ 3,636 $ 5,524 Accrued commissions 231 232 Income taxes payable 160 127 Miscellaneous accrued expenses 1,061 967 $ 5,088 $ 6,850 On November 30, 2022, the Company announced cost reduction initiatives which included an approximate 15% reduction in the Company’s global workforce. The Company incurred $0.3 million in severance related charges during the three and nine months ended December 31, 2022 including $0.1 million recorded as cost of revenues and $0.2 million recorded as selling, general and administrative expense in the condensed consolidated statements of operations. The Company expects to incur an additional $0.3 million in severance related charges during the three months ending March 31, 2023. There were no severance charges accrued as of December 31, 2022 as the terms of the severance benefits have not been communicated to employees expected to be impacted. There was no accrued severance as of March 31, 2022 and there were no severance charges incurred during the year ended March 31, 2022. |
5. GOODWILL
5. GOODWILL | 9 Months Ended |
Dec. 31, 2022 | |
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. Goodwill Impairment Test The Company had a goodwill balance of $8.0 million as of both December 31, 2022 and March 31, 2022. The goodwill resulted from the acquisition of MikaMonu Group Ltd. in fiscal 2016. During the three months ended December 31, 2022, management identified a sustained decline in the Company’s stock price that resulted in the Company’s market capitalization being below the carrying value of its stockholders’ equity. The Company concluded the sustained decline in its stock price was a triggering event and proceeded with a quantitative goodwill impairment assessment. The quantitative impairment assessment was performed as of December 1, 2022, utilizing an equal weighting of the income approach and market comparable approach. The analysis required the comparison of the Company’s carrying value with its fair value, with an impairment recorded for any excess of carrying value over the fair value. The income approach utilized a discounted cash flow analysis to determine the fair value of the Company’s single reporting unit. Key assumptions used in the discounted cash flow analysis included, but are not limited to, a discount rate of approximately 23.5% to account for risk in achieving the forecast and a terminal growth rate for cash flows of 3.0%. The market comparable method was used to determine the fair value of the reporting unit by multiplying forecasted revenue by a market multiple. The revenue market multiple was calculated by comparing the enterprise value to revenue for comparable companies in the semiconductor industry and then applying a control premium. The equal weighting of the income approach and the market comparable method was then reconciled to the market approach. The market approach was calculated by multiplying the average closing share price of the Company’s common stock for the 30 days prior to the measurement date, by the number of outstanding shares of the Company’s common stock and adding a control premium that reflected the premium a hypothetical buyer might pay. The control premium was estimated using historical acquisition transactions in the semiconductor industry over the past five years . The results of the quantitative analysis performed indicated the fair value of the reporting unit exceeded its carrying value. As a result, the Company concluded there was no goodwill impairment as of December 31, 2022. A number of significant assumptions and estimates are involved in the income approach and the market comparable method. The income approach assumes the future cash flows reflect market expectations. The market comparable method requires an estimate of a revenue market multiple and an appropriate control premium. These fair value measurements require significant judgements using Level 3 inputs, such as discounted cash flows from operations and revenue forecasts, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company’s impairment analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, if there is a further decline in the Company’s stock price, or if the assumptions used in the analysis change in the future, the Company may be required to recognize impairment charges in future periods. Key assumptions in the market approach include determining the control premium . The Company believes its procedures for determining fair value are reasonable and consistent with current market conditions as of December 31, 2022. |
6. INCOME TAXES
6. INCOME TAXES | 9 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
NOTE 6 - INCOME TAXES | NOTE 6—INCOME TAXES The current portion and long-term portion of the Company’s income tax liability related to unrecognized tax benefits was $0 at both December 31, 2022 and March 31, 2022. As of December 31, 2022, $3.7 million of unrecognized tax benefits had been recorded as a reduction to net deferred tax assets. Due to historical losses in the United States, the Company has a full valuation allowance on its United States federal and state deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. Management believes that within the next twelve months the Company will not have a significant reduction in uncertain tax benefits, including interest and penalties, related to positions taken with respect to credits and loss carryforwards on previously filed tax returns. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Condensed Consolidated Statements of Operations. The Company is subject to taxation in the United States and various state and foreign jurisdictions. Fiscal years 2013 through 2022 remain open to examination by federal tax authorities, and fiscal years 2012 through 2022 remain open to examination by California tax authorities. Fiscal years 2020, 2021 and 2022 are subject to audit by the Israeli tax authorities. For the nine months ended December 31, 2022 and December 31, 2021, the Company incurred income tax expense (benefit) of $181,000 and ($66,000) on net losses before income taxes of ($11.8 million) and ($13.4 million), respectively. The provision (benefit) was calculated using the annualized effective tax rate method. The Company’s estimated annual effective income tax rate, including discrete items, was approximately (2.16%) and 0.28% as of December 31, 2022 and 2021, respectively. The annual effective tax rates as of December 31, 2022 and 2021 vary from the United States statutory income tax rate primarily due to valuation allowances in the United States, whereby pre-tax losses do not result in the recognition of corresponding income tax benefits and expenses and the foreign tax differential. |
7. FINANCIAL INSTRUMENTS
7. FINANCIAL INSTRUMENTS | 9 Months Ended |
Dec. 31, 2022 | |
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 disclosures. The guidance applies to all financial assets and financial liabilities that are measured on a recurring basis. The guidance requires fair value measurement to be classified and disclosed in one of the following three categories: Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities. The fair value of available-for-sale securities included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market. As of December 31, 2022, the Level 1 category included money market funds of 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 December 31, 2022, the Level 2 category included short-term investments of $3.3 million, which were comprised of certificates of deposit, government and agency securities. Level 3: Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing. As of December 31, 2022, the Company’s Level 3 financial instruments measured at fair value on the Condensed Consolidated Balance Sheets consisted of the contingent consideration liability related to the acquisition of MikaMonu. The fair value of the contingent consideration liability was initially determined as of the acquisition date using unobservable inputs. These inputs included 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. Significant increases (decreases) to the estimated amount and timing of future cash flows or the probability of success would result in a significantly higher (lower) fair value measurement. Conversely, a significant increase or (decrease) in the risk-adjusted discount rate would result in a significantly (lower) higher fair value measurement. Generally, changes used in the assumptions for future cash flows and probability of success would be accompanied by a directionally similar change in the fair value measurement and expense. Conversely, changes in the risk-adjusted discount rate would be accompanied by a directionally opposite change in the related fair value measurement and expense. 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 Condensed Consolidated Statements of Operations. During the most recent re-measurement of the contingent consideration liability as of December 31, 2022, the Company used a risk-adjusted discount rate of approximately 15.5% to adjust the probability-weighted cash flows to their present value using probabilities ranging from 20% to 90% for the remaining contingent events. The contingent consideration liability is included in contingent consideration, non-current on the Consolidated Balance Sheets at December 31, 2022 and March 31, 2022 in the amount of $1.9 million and $2.7 million, respectively. 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 December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 12,336 $ 12,336 $ — $ — Marketable securities 3,331 — 3,331 — Total $ 15,667 $ 12,336 $ 3,331 $ — Liabilities: Contingent consideration $ 1,893 $ — $ — $ 1,893 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, 2022 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 16,142 $ 16,142 $ — $ — Marketable securities 10,337 — 10,337 — Total $ 26,479 $ 16,142 $ 10,337 $ — Liabilities: Contingent consideration $ 2,738 $ — $ — $ 2,738 The following table sets forth the changes in fair value of contingent consideration for the nine months ended December 31, 2022 and 2021, respectively: Nine Months Ended December 31, 2022 2021 (In thousands) Contingent consideration, beginning of period $ 2,738 $ 4,225 Change due to accretion 169 68 Re-measurement of contingent consideration (1,014) — Contingent consideration, end of period $ 1,893 $ 4,293 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 loss in the Condensed Consolidated Balance Sheets. The Company had money market funds of $12.3 million and $16.1 million at December 31, 2022 and March 31, 2022, respectively, included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when declines are determined to be other-than-temporary. The following table summarizes the Company’s available-for-sale investments: December 31, 2022 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 1,750 $ — $ (27) $ 1,723 Supranational obligations 653 — (24) 629 Agency bonds 999 — (20) 979 Total short-term investments $ 3,402 $ — $ (71) $ 3,331 March 31, 2022 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 4,000 $ — $ (11) $ 3,989 Supranational obligations 1,007 — (7) 1,000 Agency bonds 2,011 — (8) 2,003 Total short-term investments $ 7,018 $ — $ (26) $ 6,992 Long-term investments: Certificates of deposit $ 1,750 $ — $ (18) $ 1,732 Supranational obligations 651 — (17) 634 Agency bonds 997 — (18) 979 Total long-term investments $ 3,398 $ — $ (53) $ 3,345 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 December 31, 2022 and March 31, 2022, respectively. December 31, 2022 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 $ 985 $ (15) $ 738 $ (12) $ 1,723 $ (27) Agency bonds — — 979 (20) 979 (20) Supranational obligations — — 629 (24) 629 (24) $ 985 $ (15) $ 2,346 $ (56) $ 3,331 $ (71) March 31, 2022 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 $ 4,974 $ (26) $ 246 $ (3) $ 5,220 $ (29) Agency bonds 2,982 (26) — — 2,982 (26) Supranational obligations 1,634 (24) — — 1,634 (24) $ 9,590 $ (76) $ 246 $ (3) $ 9,836 $ (79) 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. The deferred tax asset related to unrecognized gains and losses on short-term and long-term investments was $19,000 and $22,000 at December 31, 2022 and March 31, 2022, respectively. As of December 31, 2022, contractual maturities of the Company’s available-for-sale investments were as follows: Fair Cost Value (In thousands) Maturing within one year $ 3,402 $ 3,331 Maturing in one to three years — — $ 3,402 $ 3,331 The Company classifies its short-term investments as “available-for-sale” as they are intended to be available for use in current operations. |
8. LEASES
8. LEASES | 9 Months Ended |
Dec. 31, 2022 | |
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 8 months to 52 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 As of December 31, 2022 March 31, 2022 (In thousands) Operating Leases Operating lease right-of-use assets $ 838 $ 889 Lease liabilities-current $ 500 $ 537 Lease liabilities-non-current 300 361 Total operating lease liabilities $ 800 $ 898 The following table provides the details of lease costs: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) (In thousands) Operating lease cost $ 146 $ 98 $ 446 $ 325 Short-term lease cost 8 84 23 197 $ 154 $ 182 $ 469 $ 522 The following table provides other information related to leases: Nine Months Ended December 31, 2022 2021 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 443 $ 329 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 376 $ 174 Weighted-average remaining lease term (years): Operating leases 2.46 2.00 Weighted-average discount rate: Operating leases 4.36% 4.33% The following table provides the maturities of the Company’s operating lease liabilities as of December 31, 2022: Operating Lease Liabilities Fiscal Year (In thousands) 2023 (Remaining three months) $ 145 2024 431 2025 84 2026 86 2027 89 Thereafter 8 Total undiscounted future cash flows 843 Less: Imputed interest (43) Present value of undiscounted future cash flows $ 800 Presentation on statement of financial position Current $ 500 Non-current $ 300 |
9. COMMITMENTS AND CONTINGENCIE
9. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 9 - COMMITMENTS AND CONTINGENCIES | NOTE 9—COMMITMENTS AND CONTINGENCIES Indemnification obligations The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the Company, under which the Company agrees to hold the other party harmless against losses arising from a breach of representations and covenants related to such matters as title to assets sold and certain intellectual property rights. In each of these circumstances, 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 that may be required under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on its business, financial condition, cash flows or results of operations. |
10. STOCK-BASED COMPENSATION
10. STOCK-BASED COMPENSATION | 9 Months Ended |
Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |
NOTE 10 - STOCK-BASED COMPENSATION | NOTE 10—STOCK-BASED COMPENSATION As of December 31, 2022, 3,528,901 shares of common stock were available for grant under the Company’s Amended and Restated 2016 Equity Incentive Plan. The following table summarizes the Company’s stock option activities for the nine months ended December 31, 2022: 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, 2022 4,535,663 8,590,675 $ 6.07 Granted (1,420,537) 1,420,537 $ 3.10 Exercised — — $ — $ — Forfeited 413,775 (1,057,642) $ 5.50 Balance at December 31, 2022 3,528,901 8,953,570 5.67 $ 5.66 Options vested and exercisable 5,542,959 3.89 $ 6.03 $ — Options vested and expected to vest 8,850,150 5.63 $ 5.68 $ — The following table summarizes stock-based compensation expense by line item in the Condensed Consolidated Statements of Operations, all relating to employee stock plans: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In Thousands) (In Thousands) Cost of revenues $ 54 $ 58 $ 163 $ 192 Research and development 328 416 1,069 1,304 Selling, general and administrative 273 266 722 783 Total $ 655 $ 740 $ 1,954 $ 2,279 |
11. RELATED PARTY TRANSACTION
11. RELATED PARTY TRANSACTION | 9 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTION | |
NOTE 11 - RELATED PARTY TRANSACTION | NOTE 11—RELATED PARTY TRANSACTION The Company incurred non-recurring engineering service expense and production charges of approximately $201,000 and $349,000 during the nine months ended December 31, 2022 and 2021, respectively, from Wistron Neweb Corp (“WNC”) in connection with the manufacturing of single-APU PCIe 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. The amount owed to WNC, of $4,000 and $32,000 at December 31, 2022 and March 31, 2022, respectively, is included in accounts payable in the Condensed Consolidated Balance Sheets. |
12. SEGMENT AND GEOGRAPHIC INFO
12. SEGMENT AND GEOGRAPHIC INFORMATION | 9 Months Ended |
Dec. 31, 2022 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
NOTE 12 - SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 12—SEGMENT AND GEOGRAPHIC INFORMATION Based on its operating management and financial reporting structure, the Company has determined that it has one reportable business segment: the design, development and sale of integrated circuits. The following is a summary of net revenues by geographic area based on the location to which product is shipped: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) (In thousands) United States $ 3,048 $ 3,217 $ 11,649 $ 11,659 China 201 560 1,399 1,190 Singapore 829 1,346 4,339 4,377 Netherlands 1,041 1,441 2,498 3,889 Germany 1,167 1,041 3,618 2,431 Rest of the world 161 460 806 1,107 $ 6,447 $ 8,065 $ 24,309 $ 24,653 All sales are denominated in United States dollars. |
1. THE COMPANY AND SUMMARY OF_2
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
The Company And Summary Of Significant Accounting Policies | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements of GSI Technology, Inc. and its subsidiaries (“GSI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These interim financial statements contain all adjustments (which consist of only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the interim financial information included therein. The Company believes that the disclosures are adequate to make the information not misleading. However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. The consolidated results of operations for the nine months ended December 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year. |
Reclassifications | Reclassifications Certain amounts in the fiscal 2022 condensed consolidated financial statements have been reclassified to conform to the fiscal 2023 presentation. |
Significant accounting policies | Significant accounting policies There have been no material changes to our significant accounting policies that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. |
Risk and uncertainties | Risk and uncertainties The COVID-19 global pandemic has affected the business activities of the Company, its customers, suppliers and other business partners. Governments in affected regions have implemented, and may continue to implement, safety precautions including 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, took additional steps to avoid or reduce infection, including limiting travel and working from home. These measures have disrupted normal business operations and have had significant negative impacts on businesses and financial markets worldwide. The Company continues to monitor its operations and government recommendations and has made modifications to its normal operations because of the COVID-19 global pandemic. Since the outbreak of COVID-19, aside from supply chain shortages from the lengthening of lead times for wafers and assembly services and the impact of ongoing and expected price increases, including a 20% increase in the cost of wafers received in early calendar 2022 and a 6% increase in early calendar 2023, the Company has experienced minimal impact, and continues to experience minimal impact, on its manufacturing operations in Taiwan. Final testing of the Company’s products is conducted in house in both the US and Taiwan. The Company’s revenues were impacted by changes in customer buying patterns and communication limitations related to COVID-19 restrictions that required a significant number of its customer contacts to work from home. The Company’s results for the fiscal years ended March 31, 2022 and 2021 demonstrated the challenges that the Company has faced during the COVID-19 global pandemic, which has restricted the activities of the Company’s sales force and distributors, reduced customer demand and caused the postponement of investment in certain customer sectors. These challenges have also impacted the Company as it entered new markets and engaged with target customers to sell its new APU product. Industry conferences and on-site training workshops, which are typically used for building a sales pipeline, were limited, and continue to be limited due to COVID-19 related restrictions. The Company adapted its sales strategies for the COVID-19 environment, where it could not do face-to-face meetings and conduct secure meetings with government and defense customers. In addition to the continuing COVID-19 global pandemic, the recent military conflict in Ukraine, the rapid rise in energy prices, worldwide inflationary pressures, rising interest rates and decline in the global economic environment may have an adverse impact on the Company’s business and financial condition. The Company believes that during the next 12 months the COVID-19 global 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, if the pandemic continues, it will have an adverse effect on the Company’s results of operations, financial position, including potential impairments, and liquidity in fiscal year 2023. The Company has made estimates of the impact of COVID-19 within its condensed consolidated financial statements and there may be changes to those estimates in future periods that could be material. |
Accounting pronouncements not yet effective | Accounting pronouncements not yet effective for fiscal 2023 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” |
2. REVENUE RECOGNITION (Tables)
2. REVENUE RECOGNITION (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
REVENUE RECOGNITION. | |
Summary of revenue disaggregated by customer type | Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) (In thousands) Contract manufacturers $ 1,391 $ 2,295 $ 4,597 $ 8,146 Distribution 4,992 5,668 19,110 15,877 OEMs 64 102 602 630 $ 6,447 $ 8,065 $ 24,309 $ 24,653 |
3. NET LOSS PER COMMON SHARE (T
3. NET LOSS PER COMMON SHARE (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER COMMON SHARE | |
Basic and diluted net loss per share | Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands, except per share amounts) (In thousands, except per share amounts) Net loss $ (4,812) $ (4,581) $ (12,016) $ (13,357) Denominators: Weighted average shares—Basic 24,621 24,406 24,566 24,244 Dilutive effect of employee stock options — — — — Dilutive effect of employee stock purchase plan options — — — — Weighted average shares—Dilutive 24,621 24,406 24,566 24,244 Net loss per common share—Basic $ (0.20) $ (0.19) $ (0.49) $ (0.55) Net loss per common share—Diluted $ (0.20) $ (0.19) $ (0.49) $ (0.55) |
Anti-dilutive shares | Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) (In thousands) Shares underlying options and ESPP shares 8,797 6,552 8,492 6,136 |
4. BALANCE SHEET DETAIL (Tables
4. BALANCE SHEET DETAIL (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
BALANCE SHEET DETAIL | |
Schedule of inventories | December 31, 2022 March 31, 2022 (In thousands) Inventories: Work-in-progress $ 3,738 $ 3,085 Finished goods 2,452 1,555 Inventory at distributors 9 15 $ 6,199 $ 4,655 |
Schedule of accounts receivable, net | |
Schedule of prepaid expenses and other current assets | December 31, 2022 March 31, 2022 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ 503 $ 68 Other receivables 167 226 Other prepaid expenses and other current assets 648 1,261 $ 1,318 $ 1,555 |
Schedule of property and equipment, net | December 31, 2022 March 31, 2022 (In thousands) Property and equipment, net: Computer and other equipment $ 18,593 $ 18,415 Software 4,428 4,425 Land 3,900 3,900 Building and building improvements 3,738 3,735 Furniture and fixtures 102 102 Leasehold improvements 910 878 31,671 31,455 Less: Accumulated depreciation (24,676) (24,096) $ 6,995 $ 7,359 |
Schedule of intangible assets | The following tables summarize the components of intangible assets and related accumulated amortization balances at December 31, 2022 and March 31, 2022 (in thousands): As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (2,372) 1,848 Software 80 (80) — Total $ 4,890 $ (3,042) $ 1,848 As of March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (2,197) 2,023 Software 80 (80) — Total $ 4,890 $ (2,867) $ 2,023 |
Estimated future amortization expense of intangible assets | As of December 31, 2022, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Fiscal year ending March 31, 2023 (remaining three months) $ 59 2024 233 2025 233 2026 233 2027 233 Thereafter 857 Total $ 1,848 |
Schedule of accrued expenses and other liabilities | December 31, 2022 March 31, 2022 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ 3,636 $ 5,524 Accrued commissions 231 232 Income taxes payable 160 127 Miscellaneous accrued expenses 1,061 967 $ 5,088 $ 6,850 |
7. FINANCIAL INSTRUMENTS (Table
7. FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 12,336 $ 12,336 $ — $ — Marketable securities 3,331 — 3,331 — Total $ 15,667 $ 12,336 $ 3,331 $ — Liabilities: Contingent consideration $ 1,893 $ — $ — $ 1,893 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, 2022 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 16,142 $ 16,142 $ — $ — Marketable securities 10,337 — 10,337 — Total $ 26,479 $ 16,142 $ 10,337 $ — Liabilities: Contingent consideration $ 2,738 $ — $ — $ 2,738 |
Schedule of changes in fair value of contingent consideration | Nine Months Ended December 31, 2022 2021 (In thousands) Contingent consideration, beginning of period $ 2,738 $ 4,225 Change due to accretion 169 68 Re-measurement of contingent consideration (1,014) — Contingent consideration, end of period $ 1,893 $ 4,293 |
Schedule of available-for-sale investments | December 31, 2022 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 1,750 $ — $ (27) $ 1,723 Supranational obligations 653 — (24) 629 Agency bonds 999 — (20) 979 Total short-term investments $ 3,402 $ — $ (71) $ 3,331 March 31, 2022 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 4,000 $ — $ (11) $ 3,989 Supranational obligations 1,007 — (7) 1,000 Agency bonds 2,011 — (8) 2,003 Total short-term investments $ 7,018 $ — $ (26) $ 6,992 Long-term investments: Certificates of deposit $ 1,750 $ — $ (18) $ 1,732 Supranational obligations 651 — (17) 634 Agency bonds 997 — (18) 979 Total long-term investments $ 3,398 $ — $ (53) $ 3,345 |
Schedule of unrealized losses and fair value of investments | December 31, 2022 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 $ 985 $ (15) $ 738 $ (12) $ 1,723 $ (27) Agency bonds — — 979 (20) 979 (20) Supranational obligations — — 629 (24) 629 (24) $ 985 $ (15) $ 2,346 $ (56) $ 3,331 $ (71) March 31, 2022 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 $ 4,974 $ (26) $ 246 $ (3) $ 5,220 $ (29) Agency bonds 2,982 (26) — — 2,982 (26) Supranational obligations 1,634 (24) — — 1,634 (24) $ 9,590 $ (76) $ 246 $ (3) $ 9,836 $ (79) |
Schedule of contractual maturities of the available-for-sale investments | Fair Cost Value (In thousands) Maturing within one year $ 3,402 $ 3,331 Maturing in one to three years — — $ 3,402 $ 3,331 |
8. LEASES (Tables)
8. LEASES (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Summary of balance sheet information related to leases | As of As of December 31, 2022 March 31, 2022 (In thousands) Operating Leases Operating lease right-of-use assets $ 838 $ 889 Lease liabilities-current $ 500 $ 537 Lease liabilities-non-current 300 361 Total operating lease liabilities $ 800 $ 898 |
Summary of components of lease costs | Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) (In thousands) Operating lease cost $ 146 $ 98 $ 446 $ 325 Short-term lease cost 8 84 23 197 $ 154 $ 182 $ 469 $ 522 |
Summary of other information related to leases | Nine Months Ended December 31, 2022 2021 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 443 $ 329 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 376 $ 174 Weighted-average remaining lease term (years): Operating leases 2.46 2.00 Weighted-average discount rate: Operating leases 4.36% 4.33% |
Summary of maturities of the lease liabilities | Operating Lease Liabilities Fiscal Year (In thousands) 2023 (Remaining three months) $ 145 2024 431 2025 84 2026 86 2027 89 Thereafter 8 Total undiscounted future cash flows 843 Less: Imputed interest (43) Present value of undiscounted future cash flows $ 800 Presentation on statement of financial position Current $ 500 Non-current $ 300 |
10. STOCK-BASED COMPENSATION (T
10. STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
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, 2022 4,535,663 8,590,675 $ 6.07 Granted (1,420,537) 1,420,537 $ 3.10 Exercised — — $ — $ — Forfeited 413,775 (1,057,642) $ 5.50 Balance at December 31, 2022 3,528,901 8,953,570 5.67 $ 5.66 Options vested and exercisable 5,542,959 3.89 $ 6.03 $ — Options vested and expected to vest 8,850,150 5.63 $ 5.68 $ — |
Summary of stock-based compensation expense by line item | Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In Thousands) (In Thousands) Cost of revenues $ 54 $ 58 $ 163 $ 192 Research and development 328 416 1,069 1,304 Selling, general and administrative 273 266 722 783 Total $ 655 $ 740 $ 1,954 $ 2,279 |
12. SEGMENT AND GEOGRAPHIC IN_2
12. SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
Net revenues by geographic area | Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) (In thousands) United States $ 3,048 $ 3,217 $ 11,649 $ 11,659 China 201 560 1,399 1,190 Singapore 829 1,346 4,339 4,377 Netherlands 1,041 1,441 2,498 3,889 Germany 1,167 1,041 3,618 2,431 Rest of the world 161 460 806 1,107 $ 6,447 $ 8,065 $ 24,309 $ 24,653 |
1. THE COMPANY AND SUMMARY OF_3
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - COVID-19 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Concentration of credit risk | ||
Percentage of increase in the cost of wafers | 20% | |
Percentage of increase in cost of wafers, estimated | 6% |
2. REVENUE RECOGNITION (Details
2. REVENUE RECOGNITION (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Concentration risk percentage | 20% | 24% | 16% | 31% |
SRAM Products | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Concentration risk percentage | 98% | 96% | 97% | 98% |
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 | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 6,447 | $ 8,065 | $ 24,309 | $ 24,653 |
Contract Manufacturers | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,391 | 2,295 | 4,597 | 8,146 |
Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 4,992 | 5,668 | 19,110 | 15,877 |
OEMs | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 64 | $ 102 | $ 602 | $ 630 |
3. NET LOSS PER COMMON SHARE (D
3. NET LOSS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
NET LOSS PER COMMON SHARE | ||||
Net loss | $ (4,812) | $ (4,581) | $ (12,016) | $ (13,357) |
Weighted average shares - Basic | 24,621 | 24,406 | 24,566 | 24,244 |
Weighted average shares - Dilutive | 24,621 | 24,406 | 24,566 | 24,244 |
Net loss per common share - Basic | $ (0.20) | $ (0.19) | $ (0.49) | $ (0.55) |
Net loss per common share - Diluted | $ (0.20) | $ (0.19) | $ (0.49) | $ (0.55) |
3. NET LOSS PER COMMON SHARE -
3. NET LOSS PER COMMON SHARE - Shares underlying options (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
NET LOSS PER COMMON SHARE | ||||
Shares underlying options and ESPP shares | 8,797 | 6,552 | 8,492 | 6,136 |
4. BALANCE SHEET DETAIL - Inven
4. BALANCE SHEET DETAIL - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Inventories: | ||
Work-in-progress | $ 3,738 | $ 3,085 |
Finished goods | 2,452 | 1,555 |
Inventory at distributors | 9 | 15 |
Total inventory | $ 6,199 | $ 4,655 |
4. BALANCE SHEET DETAIL - Accou
4. BALANCE SHEET DETAIL - Accounts receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Accounts receivable, net: | ||
Accounts receivable | $ 3,708 | $ 4,599 |
Less: Allowances for doubtful accounts and other | (64) | (81) |
Total accounts receivable, net | $ 3,644 | $ 4,518 |
4. BALANCE SHEET DETAIL - Prepa
4. BALANCE SHEET DETAIL - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Prepaid expenses and other current assets: | ||
Prepaid tooling and masks | $ 503 | $ 68 |
Other receivables | 167 | 226 |
Other prepaid expenses and other current assets | 648 | 1,261 |
Total prepaid expenses and other current assets | $ 1,318 | $ 1,555 |
4. BALANCE SHEET DETAIL - Prope
4. BALANCE SHEET DETAIL - Property and equipment, net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Property and equipment, net: | |||||
Property and equipment, gross | $ 31,671,000 | $ 31,671,000 | $ 31,455,000 | ||
Less: Accumulated depreciation | (24,676,000) | (24,676,000) | (24,096,000) | ||
Total property and equipment, net | 6,995,000 | 6,995,000 | 7,359,000 | ||
Depreciation | 195,000 | $ 193,000 | 588,000 | $ 577,000 | |
Computer and other equipment | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 18,593,000 | 18,593,000 | 18,415,000 | ||
Software | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 4,428,000 | 4,428,000 | 4,425,000 | ||
Land | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 3,900,000 | 3,900,000 | 3,900,000 | ||
Building and building improvements | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 3,738,000 | 3,738,000 | 3,735,000 | ||
Furniture and fixtures | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 102,000 | 102,000 | 102,000 | ||
Leasehold improvements | |||||
Property and equipment, net: | |||||
Property and equipment, gross | $ 910,000 | $ 910,000 | $ 878,000 |
4. BALANCE SHEET DETAIL - Intan
4. BALANCE SHEET DETAIL - Intangible assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Gross Carrying Amount | $ 4,890,000 | $ 4,890,000 | $ 4,890,000 | ||
Accumulated Amortization | (3,042,000) | (3,042,000) | (2,867,000) | ||
Total | 1,848,000 | 1,848,000 | 2,023,000 | ||
Amortization of intangible assets | 58,000 | $ 58,000 | 175,000 | $ 175,000 | |
Product Designs | |||||
Gross Carrying Amount | 590,000 | 590,000 | 590,000 | ||
Accumulated Amortization | (590,000) | (590,000) | (590,000) | ||
Patents | |||||
Gross Carrying Amount | 4,220,000 | 4,220,000 | 4,220,000 | ||
Accumulated Amortization | (2,372,000) | (2,372,000) | (2,197,000) | ||
Total | 1,848,000 | 1,848,000 | 2,023,000 | ||
Software. | |||||
Gross Carrying Amount | 80,000 | 80,000 | 80,000 | ||
Accumulated Amortization | $ (80,000) | $ (80,000) | $ (80,000) |
4. BALANCE SHEET DETAIL - Futur
4. BALANCE SHEET DETAIL - Future amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Fiscal year ending March 31, | ||
2023 (remaining three months) | $ 59 | |
2024 | 233 | |
2025 | 233 | |
2026 | 233 | |
2027 | 233 | |
Thereafter | 857 | |
Total | $ 1,848 | $ 2,023 |
4. BALANCE SHEET DETAIL - Accru
4. BALANCE SHEET DETAIL - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Accrued expenses and other liabilities: | ||
Accrued compensation | $ 3,636 | $ 5,524 |
Accrued commissions | 231 | 232 |
Income taxes payable | 160 | 127 |
Miscellaneous accrued expenses | 1,061 | 967 |
Total accrued expenses and other liabilities | $ 5,088 | $ 6,850 |
4. BALANCE SHEET DETAIL - Addit
4. BALANCE SHEET DETAIL - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | |
Percentage of Reduction in Global Work Force | 15% | ||||
Severance related charges | $ 0.3 | $ 0.3 | $ 0 | ||
Accrued severance | $ 0 | ||||
Subsequent Event | |||||
Severance related charges | $ 0.3 | ||||
Cost of revenues | |||||
Severance related charges | 0.1 | 0.1 | |||
Selling, General and Administrative Expenses [Member] | |||||
Severance related charges | $ 0.2 | $ 0.2 |
5. GOODWILL (Details)
5. GOODWILL (Details) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 USD ($) segment | Mar. 31, 2022 USD ($) | |
GOODWILL | ||
Number of reporting units | segment | 1 | |
Goodwill | $ 7,978 | $ 7,978 |
Percentage of discount rate used for cash flows | 23.50% | |
Percentage of terminal growth rate for cash flows | 3% | |
Threshold number of days prior to the measurement date for calculating the average share price, condition one | 30 days | |
Number of years historical transactions considered for estimated control premium | 5 years | |
Goodwill impairment | $ 0 |
6. INCOME TAXES - Unrecognized
6. INCOME TAXES - Unrecognized tax benefits (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
INCOME TAXES | |||||
Unrecognized tax benefits, current | $ 0 | $ 0 | $ 0 | ||
Deferred tax assets unrecognized tax benefit | 3,700,000 | 3,700,000 | |||
Provision (benefit) for income taxes | 84,000 | $ 64,000 | 181,000 | $ (66,000) | |
Income (loss) before income taxes | $ (4,728,000) | $ (4,517,000) | $ (11,835,000) | $ (13,423,000) | |
Effective annual income tax rate (as a percentage) | (2.16%) | 0.28% |
7. FINANCIAL INSTRUMENTS (Detai
7. FINANCIAL INSTRUMENTS (Details) $ in Thousands | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Nov. 23, 2015 |
Fair value measurements | |||
Discount rate | 15.5 | 14.8 | |
Short-term investments | $ 3,331 | $ 6,992 | |
Minimum | |||
Fair value measurements | |||
Probability rate | 0.20 | ||
Maximum | |||
Fair value measurements | |||
Probability rate | 0.90 | ||
Fair Value, Inputs, Level 2 | Available-for-sale Securities | |||
Fair value measurements | |||
Short-term investments | $ 3,300 | ||
Other accrued expenses | |||
Fair value measurements | |||
Contingent consideration liability | 1,900 | 2,700 | |
Fair Value, Measurements, Recurring | |||
Fair value measurements | |||
Assets | 15,667 | 26,479 | |
Liabilities | 1,893 | 2,738 | |
Fair Value, Measurements, Recurring | Money Market Funds | |||
Fair value measurements | |||
Money market funds | 12,336 | 16,142 | |
Fair Value, Measurements, Recurring | Available-for-sale Securities | |||
Fair value measurements | |||
Marketable securities | 3,331 | 10,337 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | |||
Fair value measurements | |||
Assets | 12,336 | 16,142 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Money Market Funds | |||
Fair value measurements | |||
Money market funds | 12,336 | 16,142 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Fair value measurements | |||
Assets | 3,331 | 10,337 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Available-for-sale Securities | |||
Fair value measurements | |||
Marketable securities | 3,331 | 10,337 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Fair value measurements | |||
Liabilities | $ 1,893 | $ 2,738 |
7. FINANCIAL INSTRUMENTS - Chan
7. FINANCIAL INSTRUMENTS - Change in contingent consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in fair value of contingent consideration | ||
Contingent consideration, beginning of period | $ 2,738 | $ 4,225 |
Change due to accretion | 169 | 68 |
Re-measurement of contingent consideration | (1,014) | |
Contingent consideration, end of period | $ 1,893 | $ 4,293 |
7. FINANCIAL INSTRUMENTS - Avai
7. FINANCIAL INSTRUMENTS - Available-for-sale investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Available-for-sale investments | ||
Cost | $ 3,402 | |
Total | 3,331 | |
Short-term Investments | ||
Available-for-sale investments | ||
Cost | 3,402 | $ 7,018 |
Gross Unrealized Losses | (71) | (26) |
Total | 3,331 | 6,992 |
Short-term investments, Certificates of deposit | ||
Available-for-sale investments | ||
Cost | 1,750 | 4,000 |
Gross Unrealized Losses | (27) | (11) |
Total | 1,723 | 3,989 |
Short-term investments, Supranational obligations | ||
Available-for-sale investments | ||
Cost | 653 | 1,007 |
Gross Unrealized Losses | (24) | (7) |
Total | 629 | 1,000 |
Short-term investments, Agency bonds | ||
Available-for-sale investments | ||
Cost | 999 | 2,011 |
Gross Unrealized Losses | (20) | (8) |
Total | $ 979 | 2,003 |
Other Long-term Investments | ||
Available-for-sale investments | ||
Cost | 3,398 | |
Gross Unrealized Losses | (53) | |
Total | 3,345 | |
Long-term investments, Certificates of deposit | ||
Available-for-sale investments | ||
Cost | 1,750 | |
Gross Unrealized Losses | (18) | |
Total | 1,732 | |
Long-term investments, Supranational obligations | ||
Available-for-sale investments | ||
Cost | 651 | |
Gross Unrealized Losses | (17) | |
Total | 634 | |
Long-term investments, Agency bonds | ||
Available-for-sale investments | ||
Cost | 997 | |
Gross Unrealized Losses | (18) | |
Total | $ 979 |
7. FINANCIAL INSTRUMENTS - Unre
7. FINANCIAL INSTRUMENTS - Unrealized losses and fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Fair Value | ||
Less Than 12 Months, Fair Value | $ 985 | $ 9,590 |
12 Months or Greater, Fair Value | 2,346 | 246 |
Total, Fair Value | 3,331 | 9,836 |
Unrealized Loss | ||
Less Than 12 Months, Unrealized Loss | (15) | (76) |
12 Months or Greater, Unrealized Loss | (56) | (3) |
Total, Unrealized Loss | (71) | (79) |
Certificates of Deposit | ||
Fair Value | ||
Less Than 12 Months, Fair Value | 985 | 4,974 |
12 Months or Greater, Fair Value | 738 | 246 |
Total, Fair Value | 1,723 | 5,220 |
Unrealized Loss | ||
Less Than 12 Months, Unrealized Loss | (15) | (26) |
12 Months or Greater, Unrealized Loss | (12) | (3) |
Total, Unrealized Loss | (27) | (29) |
Bonds | ||
Fair Value | ||
Less Than 12 Months, Fair Value | 2,982 | |
12 Months or Greater, Fair Value | 979 | |
Total, Fair Value | 979 | 2,982 |
Unrealized Loss | ||
Less Than 12 Months, Unrealized Loss | (26) | |
12 Months or Greater, Unrealized Loss | (20) | |
Total, Unrealized Loss | (20) | (26) |
Supranational Obligations | ||
Fair Value | ||
Less Than 12 Months, Fair Value | 1,634 | |
12 Months or Greater, Fair Value | 629 | |
Total, Fair Value | 629 | 1,634 |
Unrealized Loss | ||
Less Than 12 Months, Unrealized Loss | (24) | |
12 Months or Greater, Unrealized Loss | (24) | |
Total, Unrealized Loss | $ (24) | $ (24) |
7. FINANCIAL INSTRUMENTS - Othe
7. FINANCIAL INSTRUMENTS - Other information (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Other information | ||
Maximum maturity period of investment portfolio | 3 years | |
Deferred tax asset related to unrecognized gains and losses on short-term and long-term investments | $ 19,000 | $ 22,000 |
7. FINANCIAL INSTRUMENTS - Cont
7. FINANCIAL INSTRUMENTS - Contractual maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
FINANCIAL INSTRUMENTS | |
Maturing within one year, Cost | $ 3,402 |
Total | 3,402 |
Maturing within one year, Fair Value | 3,331 |
Total | $ 3,331 |
8. LEASES - Operating leases (D
8. LEASES - Operating leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Leases | ||
Operating lease, option to extend | true | |
Operating lease, renewal term | 5 years | |
Operating lease right-of-use assets | $ 838 | $ 889 |
Lease liabilities, current | 500 | 537 |
Lease liabilities, non-current | 300 | 361 |
Total operating lease liabilities | $ 800 | $ 898 |
Minimum | ||
Leases | ||
Operating lease, term of lease | 8 months | |
Maximum | ||
Leases | ||
Operating lease, term of lease | 52 months |
8. LEASES - Lease costs (Detail
8. LEASES - Lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Components of lease costs | ||||
Operating lease cost | $ 146 | $ 98 | $ 446 | $ 325 |
Short-term lease cost | 8 | 84 | 23 | 197 |
Lease costs | $ 154 | $ 182 | $ 469 | $ 522 |
8. LEASES - Other information (
8. LEASES - Other information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 443 | $ 329 |
Right-of-use assets obtained in exchange for lease obligations - Operating leases | $ 376 | $ 174 |
Weighted-average remaining lease term (years) - Operating leases | 2 years 5 months 15 days | 2 years |
Weighted-average discount rate - Operating leases | 4.36% | 4.33% |
8. LEASES - Maturity of lease l
8. LEASES - Maturity of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Maturity of Lease Liabilities | ||
2023 (Remaining three months) | $ 145 | |
2024 | 431 | |
2025 | 84 | |
2026 | 86 | |
2027 | 89 | |
Thereafter | 8 | |
Total | 843 | |
Less: Imputed interest | (43) | |
Total operating lease liabilities | 800 | $ 898 |
Current | 500 | 537 |
Non-current | $ 300 | $ 361 |
10. STOCK-BASED COMPENSATION -
10. STOCK-BASED COMPENSATION - Stock option activities (Details) | 9 Months Ended |
Dec. 31, 2022 $ / shares shares | |
STOCK-BASED COMPENSATION | |
Shares available for grant, Beginning | 4,535,663 |
Granted (in shares) | (1,420,537) |
Forfeited (in shares) | 413,775 |
Shares available for grant, Ending | 3,528,901 |
Number of Shares Underlying Options Outstanding | |
Balance at the beginning of the period (in shares) | 8,590,675 |
Granted (in shares) | 1,420,537 |
Forfeited (in shares) | (1,057,642) |
Balance at the end of the period (in shares) | 8,953,570 |
Options vested and exercisable (in shares) | 5,542,959 |
Options vested and expected to vest (in shares) | 8,850,150 |
Weighted Average Remaining Contractual Life | |
Options weighted average remaining contractual life | 5 years 8 months 1 day |
Options vested and exercisable | 3 years 10 months 20 days |
Options vested and expected to vest | 5 years 7 months 17 days |
Weighted Average Exercise Price | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 6.07 |
Granted (in dollars per share) | $ / shares | 3.10 |
Forfeited (in dollars per share) | $ / shares | 5.50 |
Balance at the end of the period (in dollars per share) | $ / shares | 5.66 |
Options vested and exercisable (in dollars per share) | $ / shares | 6.03 |
Options vested and expected to vest (in dollars per share) | $ / shares | $ 5.68 |
10. STOCK-BASED COMPENSATION _2
10. STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | $ 655 | $ 740 | $ 1,954 | $ 2,279 |
Cost of Revenues [Member] | ||||
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | 54 | 58 | 163 | 192 |
Research and Development Expense [Member] | ||||
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | 328 | 416 | 1,069 | 1,304 |
Selling, General and Administrative Expenses [Member] | ||||
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | $ 273 | $ 266 | $ 722 | $ 783 |
11. RELATED PARTY TRANSACTION (
11. RELATED PARTY TRANSACTION (Details) - USD ($) | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Amount owed to WNC | $ 4,000 | $ 32,000 | |
Non-Recurring Engineering Services | Wistron Neweb Corp | |||
Related Party Transaction [Line Items] | |||
Non-recurring engineering service expense | $ 201,000 | $ 349,000 |
12. SEGMENT AND GEOGRAPHIC IN_3
12. SEGMENT AND GEOGRAPHIC INFORMATION - Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Net revenues by geographic area | ||||
Net revenues | $ 6,447 | $ 8,065 | $ 24,309 | $ 24,653 |
Number of reporting units | segment | 1 | |||
UNITED STATES | ||||
Net revenues by geographic area | ||||
Net revenues | 3,048 | 3,217 | $ 11,649 | 11,659 |
CHINA | ||||
Net revenues by geographic area | ||||
Net revenues | 201 | 560 | 1,399 | 1,190 |
SINGAPORE | ||||
Net revenues by geographic area | ||||
Net revenues | 829 | 1,346 | 4,339 | 4,377 |
NETHERLANDS | ||||
Net revenues by geographic area | ||||
Net revenues | 1,041 | 1,441 | 2,498 | 3,889 |
GERMANY | ||||
Net revenues by geographic area | ||||
Net revenues | 1,167 | 1,041 | 3,618 | 2,431 |
Rest of the world | ||||
Net revenues by geographic area | ||||
Net revenues | $ 161 | $ 460 | $ 806 | $ 1,107 |