Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-55832 | |
Entity Registrant Name | Transphorm, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-1858829 | |
Entity Address, Address Line One | 75 Castilian Drive | |
Entity Address, City or Town | Goleta, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93117 | |
City Area Code | 805 | |
Local Phone Number | 456-1300 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | TGAN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,642,715 | |
Entity Central Index Key | 0001715768 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 33,496 | $ 33,435 |
Restricted cash | 500 | 500 |
Accounts receivable, net, including related parties | 1,617 | 2,558 |
Inventory | 8,966 | 6,330 |
Prepaid expenses and other current assets | 2,068 | 1,971 |
Total current assets | 46,647 | 44,794 |
Property and equipment, net | 5,328 | 1,649 |
Operating lease ROU assets | 3,312 | |
Goodwill | 996 | 1,180 |
Intangible assets, net | 469 | 617 |
Investment in joint venture | 414 | 143 |
Other assets | 784 | 263 |
Total assets | 57,950 | 48,646 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,492 | 3,588 |
Deferred revenue | 263 | 346 |
Accrued interest | 184 | 180 |
Accrued payroll and benefits | 1,331 | 1,171 |
Operating lease liabilities | 532 | |
Accrued interest | 12,000 | 0 |
Total current liabilities | 18,802 | 5,285 |
Revolving credit facility, net of current portion | 0 | 12,000 |
Operating lease liabilities, net of current portion | 2,803 | |
Total liabilities | 21,605 | 17,285 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 750,000,000 shares authorized as of September 30, 2022 and March 31, 2022, and 56,626,340 and 53,379,307 shares issued and outstanding as of September 30, 2022 and March 31, 2022, respectively | 6 | 5 |
Additional paid-in capital | 228,178 | 211,190 |
Accumulated deficit | (189,986) | (178,638) |
Accumulated other comprehensive loss | (1,853) | (1,196) |
Total stockholders’ equity | 36,345 | 31,361 |
Total liabilities and stockholders’ equity | $ 57,950 | $ 48,646 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 56,626,340 | 53,379,307 |
Common stock, shares outstanding (in shares) | 56,626,340 | 53,379,307 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue, net, including related parties (Note 13) | $ 3,670 | $ 11,303 | $ 8,826 | $ 14,519 |
Cost of goods sold | 3,232 | 2,239 | 7,282 | 4,806 |
Gross profit | 438 | 9,064 | 1,544 | 9,713 |
Operating expenses: | ||||
Research and development | 1,830 | 1,591 | 3,570 | 3,414 |
Sales and marketing | 1,066 | 825 | 2,149 | 1,512 |
General and administrative | 3,044 | 2,714 | 6,361 | 5,457 |
Total operating expenses | 5,940 | 5,130 | 12,080 | 10,383 |
(Loss) income from operations | (5,502) | 3,934 | (10,536) | (670) |
Interest expense | 184 | 220 | 366 | 424 |
Loss in joint venture | 684 | 1,092 | 1,266 | 2,582 |
Changes in fair value of promissory note | 0 | (1,629) | 0 | (605) |
Other income, net | (375) | (1,729) | (820) | (1,999) |
(Loss) income before tax expense | (5,995) | 5,980 | (11,348) | (1,072) |
Tax expense | 0 | 0 | 0 | 0 |
Net (loss) income | $ (5,995) | $ 5,980 | $ (11,348) | $ (1,072) |
Net (loss) income per share - basic (in usd per share) | $ (0.10) | $ 0.15 | $ (0.20) | $ (0.03) |
Net (loss) income per share - diluted (in usd per share) | $ (0.10) | $ 0.14 | $ (0.20) | $ (0.03) |
Weighted average common shares outstanding - basic (in shares) | 56,619,662 | 41,196,139 | 55,518,297 | 40,918,203 |
Weighted average common shares outstanding - diluted (in shares) | 56,619,662 | 41,847,103 | 55,518,297 | 40,918,203 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (5,995) | $ 5,980 | $ (11,348) | $ (1,072) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustments | (264) | (34) | (657) | (61) |
Other comprehensive loss, net of tax | (264) | (34) | (657) | (61) |
Comprehensive (loss) income | $ (6,259) | $ 5,946 | $ (12,005) | $ (1,133) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Mar. 31, 2021 | 40,531,996 | ||||
Beginning balance at Mar. 31, 2021 | $ (25,055) | $ 4 | $ 144,201 | $ (168,403) | $ (857) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 31,925 | 31,925 | |||
Stock options exercised | $ 134 | 134 | |||
Restricted stock units vested (in shares) | 3,000 | ||||
Issuance of common stock (Note 10) (in shares) | 1,097,099 | ||||
Issuance of common stock (Note 10) | 5,500 | 5,500 | |||
Stock-based compensation | 1,008 | 1,008 | |||
Other comprehensive loss | (61) | (61) | |||
Net (loss) income | (1,072) | (1,072) | |||
Ending balance (in shares) at Sep. 30, 2021 | 41,664,020 | ||||
Ending balance at Sep. 30, 2021 | (19,546) | $ 4 | 150,843 | (169,475) | (918) |
Beginning balance (in shares) at Jun. 30, 2021 | 40,662,020 | ||||
Beginning balance at Jun. 30, 2021 | $ (31,003) | $ 4 | 145,332 | (175,455) | (884) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 0 | ||||
Restricted stock units vested (in shares) | 2,000 | ||||
Issuance of common stock (Note 10) (in shares) | 1,000,000 | ||||
Issuance of common stock (Note 10) | $ 5,000 | 5,000 | |||
Stock-based compensation | 511 | 511 | |||
Other comprehensive loss | (34) | (34) | |||
Net (loss) income | 5,980 | 5,980 | |||
Ending balance (in shares) at Sep. 30, 2021 | 41,664,020 | ||||
Ending balance at Sep. 30, 2021 | $ (19,546) | $ 4 | 150,843 | (169,475) | (918) |
Beginning balance (in shares) at Mar. 31, 2022 | 53,379,307 | 53,379,307 | |||
Beginning balance at Mar. 31, 2022 | $ 31,361 | $ 5 | 211,190 | (178,638) | (1,196) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 13,422 | 13,422 | |||
Stock options exercised | $ 56 | 56 | |||
Restricted stock units vested (in shares) | 35,180 | ||||
Restricted stock units surrendered due to net share settlement to satisfy employee tax liability (in shares) | (1,568) | ||||
Restricted stock units surrendered due to net share settlement to satisfy employee tax liability | (6) | (6) | |||
Issuance of common stock (Note 10) (in shares) | 3,199,999 | ||||
Issuance of common stock (Note 10) | 15,720 | $ 1 | 15,719 | ||
Stock-based compensation | 1,219 | 1,219 | |||
Other comprehensive loss | (657) | (657) | |||
Net (loss) income | $ (11,348) | (11,348) | |||
Ending balance (in shares) at Sep. 30, 2022 | 56,626,340 | 56,626,340 | |||
Ending balance at Sep. 30, 2022 | $ 36,345 | $ 6 | 228,178 | (189,986) | (1,853) |
Beginning balance (in shares) at Jun. 30, 2022 | 56,588,042 | ||||
Beginning balance at Jun. 30, 2022 | $ 41,938 | $ 6 | 227,512 | (183,991) | (1,589) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 9,061 | 9,061 | |||
Stock options exercised | $ 36 | 36 | |||
Restricted stock units vested (in shares) | 30,805 | ||||
Restricted stock units surrendered due to net share settlement to satisfy employee tax liability (in shares) | (1,568) | ||||
Restricted stock units surrendered due to net share settlement to satisfy employee tax liability | (6) | (6) | |||
Stock-based compensation | 636 | 636 | |||
Other comprehensive loss | (264) | (264) | |||
Net (loss) income | $ (5,995) | (5,995) | |||
Ending balance (in shares) at Sep. 30, 2022 | 56,626,340 | 56,626,340 | |||
Ending balance at Sep. 30, 2022 | $ 36,345 | $ 6 | $ 228,178 | $ (189,986) | $ (1,853) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
Cash flows from operating activities: | |||||
Net loss | $ (5,995) | $ 5,980 | $ (11,348) | $ (1,072) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Inventory write-off | 19 | 60 | 56 | 194 | |
Depreciation and amortization | 465 | 405 | |||
Amortization of operating lease right-of-use assets | 286 | ||||
Perpetual licensing revenue from a related party | 0 | (8,000) | |||
Stock-based compensation | 1,219 | 1,008 | |||
Interest cost | 4 | 108 | |||
Gain on sale of equipment | (110) | 0 | |||
Loss in joint venture | 1,266 | 1,127 | |||
Changes in fair value of promissory note | 0 | (1,629) | 0 | (605) | |
Changes in operating assets and liabilities: | |||||
Accounts receivable | 941 | 33 | |||
Inventory | (2,692) | (2,745) | |||
Prepaid expenses and other current assets | (97) | 124 | |||
Other assets | (521) | 15 | |||
Accounts payable and accrued expenses | 904 | 657 | |||
Deferred revenue | (83) | 102 | |||
Accrued payroll and benefits | 160 | 37 | |||
Operating lease liabilities | (263) | ||||
Net cash used in operating activities | (9,813) | (8,612) | |||
Cash flows from investing activities: | |||||
Purchases of property and equipment | (4,026) | (409) | |||
Proceeds from sale of equipment | 110 | 0 | |||
Investment in joint venture | (1,537) | (3,081) | |||
Net cash used in investing activities | (5,453) | (3,490) | |||
Cash flows from financing activities: | |||||
Proceeds from stock option exercise | 56 | 134 | |||
Proceeds from issuance of common stock | 16,000 | 5,000 | |||
Cost associated with issuance of common stock | (280) | 0 | |||
Payment for taxes related to net share settlement of restricted stock units | (6) | 0 | |||
Net cash provided by financing activities | 15,770 | 5,134 | |||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (443) | (44) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 61 | (7,012) | |||
Cash, cash equivalents and restricted cash at beginning of period | 33,435 | 9,500 | $ 9,500 | ||
Cash and cash equivalents | 33,496 | 1,988 | 33,496 | 1,988 | 33,435 |
Restricted cash at end of period | 500 | 500 | 500 | 500 | |
Cash, cash equivalents and restricted cash at end of period | $ 33,996 | $ 2,488 | 33,996 | 2,488 | $ 33,435 |
Supplemental disclosures of cash flow information: | |||||
Interest expense paid | 362 | 316 | |||
Supplemental non-cash investing activity: | |||||
Equipment purchases | 0 | 250 | |||
Supplemental non-cash financing activity: | |||||
Issuance of shares in connection with a service contract | 0 | 500 | |||
Operating lease right-of-use asset obtained in exchange for operating lease liabilities | 3,598 | 0 | |||
Development loan reduction related to perpetual licensing revenue | $ 0 | $ 8,000 |
Business and Basis of Presentat
Business and Basis of Presentation | 6 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation Transphorm, Inc. (“Parent”) develops gallium nitride (“GaN”) semiconductor components used in power conversion and is headquartered in Goleta, California. Parent’s wholly owned-subsidiary, Transphorm Technology, Inc. (“Transphorm Technology”), was incorporated in the State of Delaware on February 22, 2007. Throughout these notes, “the Company,” “Transphorm,” “we,” “us” and “our” refer to Parent and its direct and indirect wholly-owned subsidiaries. Transphorm Technology and its subsidiaries hold all material assets and conduct all business activities and operations of the Company. Transphorm Technology’s activities to date have been primarily performing research and development, establishing manufacturing infrastructure, market sampling, product launch, hiring personnel, and raising capital to support and expand these activities. Transphorm Japan, Inc. was established in Japan in February 2014 to secure Transphorm’s production capacity and establish a direct presence in Asian markets. Transphorm Aizu, Inc. was established in Japan to manage the financial transactions around Aizu Fujitsu Semiconductor Wafer Solution Limited, Transphorm’s non-controlling joint venture wafer fabrication facility located in Aizu Wakamatsu, Japan (“Aizu”). Transphorm Japan Epi, Inc. was established in Japan in 2019 to enable the operational capacity of the MOCVD reactors held in Aizu. Liquidity and Capital Resources The Company’s ability to sustain operations is dependent mainly on its ability to successfully market and sell its products and its ability to raise capital through additional financings until it is able to achieve profitability with positive cash flows. The Company currently incurs and historically has incurred losses from operations and expects to do so in the foreseeable future. During the six months ended September 30, 2022, the Company used $9.8 million of cash in operations. Although the Company expects to continue to incur losses and sustain negative cash flows from operating activities, during the year ended March 31, 2022 and six months ended September 30, 2022, the Company raised gross proceeds of $50.0 million and $16.0 million, respectively, from private placements. Consequently, the Company has sufficient resources to fund its operations for the next twelve months from the date of this filing. The Company may need to continue to raise additional capital to finance its losses and negative cash flows from operations beyond the next twelve months and may continue to be dependent on additional capital raises. Impact of COVID-19 on Our Business The COVID-19 pandemic has adversely disrupted and will further disrupt the operations at certain of our customers, partners, suppliers and other third-party providers for an uncertain period of time, including as a result of travel restrictions, adverse effects on budget planning processes, business deterioration, and/or business shutdowns, all of which has impacted our business and results of operations. Some of our customers have experienced delays in their internal development programs and design cycles with our GaN products due to the effects of COVID-19, which have led to postponements of their orders of our products and postponements of determinations that our products will be used in their designs for new products under development with corresponding delays in their market introduction and our revenues. While the impact of COVID-19 on our business and results of operations has not been significant to date, and we do not expect to see any significant impact in the near term, any future impact of COVID-19 cannot be predicted with certainty and may make it more difficult or preclude us from raising additional capital, increase our costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity. Basis of Presentation The accompanying unaudited condensed consolidated financial statements reflect all adjustments of a normal and recurring nature that are necessary for a fair presentation of the results for the interim period ended September 30, 2022, but are not necessarily indicative of the results that will be reported for the entire fiscal year or any other interim period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted. The aforementioned unaudited condensed consolidated financial statements are prepared in conformity with GAAP and in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. The interim information should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. The consolidated balance sheet as of March 31, 2022 is derived from those audited financial statements. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. Significant Accounting Policies Descriptions of the Company’s significant accounting policies are included in Note 2 - Summary of Significant Accounting Policies in the notes to consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, except for the adoption of ASU 2016-02, Leases (Topic 842) as noted below. Accounting Standard Adopted Effective April 1, 2022, the Company adopted ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability on their balance sheet for all leases, including operating leases, with a term of greater than 12 months. In July 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-11, which adds a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliest comparative period presented in the consolidated financial statements. Under this transition option, comparative reporting would not be required, and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. The Company elected to use the optional transition method provided by ASU 2018-11. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward its ASC 840 assessment regarding definition of a lease, lease classification, and initial direct costs. The following practical expedients were applied implementing this standard. • We did not reassess whether any expired or existing contracts are, or contain, leases. Additionally, we did not reassess for lease classifications of expired or existing leases, or initial direct costs for any existing leases. • We elected the short-term lease exception, which allows us to account for leases with a lease term of twelve months or less similar to existing operating leases. The cost of these leases is disclosed, but is not recognized in the ROU asset and lease liability balances. Consistent with ASC 842 requirements, leases that are one month or less are not included in the disclosures. Operating lease ROU assets represent the Company’s right to use the underlying asset during the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using incremental borrowing rate at the lease commencement date. The Company chose the practical expedients and reviewed the lease and non-lease components for any impairment or otherwise, subsequently determining that no cumulative-effect adjustment to equity was necessary as part of implementing the modified retrospective approach for its adoption of ASC 842. Operating lease expense, which is comprised of amortization of the ROU asset and the interest accreted on the lease liability, is recognized on a straight-line basis over the lease term and is recorded in lease expense in the condensed consolidated statements of income. Recently Issued Accounting Standards under Evaluation Debt - In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Among other provisions, the amendments in this ASU significantly change the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Financial Instruments - FASB ASU 2020-03, Codification Improvements to Financial Instruments , makes clear the determination of the contractual life of a net investment in leases in estimating expected credit losses under ASC 326, Financial Instruments – Credit Losses . In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for the Company in 2023. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Income Tax - In December 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s initiative to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. ASU 2019-12 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. |
Nexperia Arrangement
Nexperia Arrangement | 6 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nexperia Arrangement | Nexperia Arrangement On April 4, 2018, the Company entered into a multi-element commercial arrangement with Nexperia B.V. (“Nexperia”), including a development and license agreement, loan and security agreement and supply agreement, to obtain financing in exchange for the sale of equity instruments and performing certain technology and product development activities for Nexperia (collectively, the “Collaboration Arrangement”). Nexperia specializes in designing, manufacturing and selling a broad range of small discrete semiconductor devices that utilize components such as those manufactured by the Company. By entering into this Collaboration Arrangement, Nexperia gained access to technology that allows for the production of high power semiconductors for use in electric vehicles. Financing under the Collaboration Arrangement was comprised of the following elements: • $16 million of equity financing; • $9 million license fee for transfer of the Gen-3 manufacturing process; • $15.0 million of term loans, separated into tranches for pre-funded projects; and • $10 million revolving loan, secured against certain of the Company’s U.S. patents not relating to MOCVD or epiwafer technology. Loan and Security Agreement The LSA, entered into on April 4, 2018, originally comprised term loans in an aggregate principal amount of $15.0 million, separated into tranches for pre-funded projects, and a $10.0 million revolving loan, each of which bore 6% annual interest. In June 2020, $5.0 million of term loans was was satisfied in full upon our transfer of our Gen-4 technology development to Nexperia, at which point we recognized $5.0 million as licensing revenue. On May 18, 2021, Amendment No. 6 to the LSA was executed to (1) extend the maturity date for the revolving loan to the earlier of April 4, 2023 and the occurrence of specified change of control events, (2) add Parent as a guarantor of Transphorm Technology’s obligations under the LSA, and (3) convert $2 million of term loans into a revolving loan with the same terms and conditions as the existing revolving loan. See Note 8 - Debts. On June 30, 2021, Amendment No. 7 to the LSA was executed to extend the maturity of the then-outstanding $8 million term loan to July 16, 2021. On July 16, 2021, Nexperia agreed that the $8 million term loan was satisfied in full in connection with the Company transferring its Gen-5 and 900V technology developments to Nexperia, at which point the Company recognized $8 million as perpetual licensing revenue. Amended and Restated Development and License Agreement The amended and restated development and license agreement (the “DLA”), entered into on May 18, 2021 provides that the Company will develop and transfer to Nexperia certain manufacturing process technologies to enable Nexperia to manufacture GaN-based products at Nexperia’s facilities. These technologies to be transferred included the Company’s Gen-3, Gen-4 (Tranche A), and Gen-5 and 900V (Tranche B) process technologies, but do not include the Company’s Epi Process Technology (as defined in the DLA). Nexperia also agreed to provide funding for the development of such technologies in return for limited exclusivities in automotive and other fields. Nexperia’s rights now include sale of products in the automotive field in Japan along with Transphorm’s rights for sale of products in the automotive field in Japan which remain in place. As per the original agreement, after April 2023, Nexperia’s exclusive rights for sale of products in the automotive field outside of Japan terminate. In addition, the parties have clarified the ability of Nexperia’s customers to use products developed by Nexperia through exercise of its rights under this agreement. Amended and Restated Supply Agreement The amended and restated supply agreement (the “Supply Agreement”), entered into on May 18, 2021, sets forth the terms under which Nexperia may purchase epiwafers and processed wafers from the Company, and the Company may purchase processed wafers from Nexperia. The agreement specifies that Nexperia is the Company’s priority customer with respect to epiwafers manufactured by TJE and, accordingly, has preferred utilization of extra capacity, and further specifies procedures to address expansion of the Company’s epiwafer manufacturing capacity and Nexperia’s obligations with respect thereto. The term of the Supply Agreement was extended until December 31, 2025, with automatic one year renewals thereafter, and the Company may not terminate the Supply Agreement while the option agreement (described below) is in effect. Strategic Cooperation Agreement The strategic cooperation agreement, entered into on May 18, 2021, serves as a framework agreement that describes the numerous agreements between the parties and provides Nexperia with information rights and inspection rights with respect to the Company’s business. Option Agreement The option agreement, entered into on May 18, 2021, establishes the parameters pursuant to which Nexperia, in certain limited instances, is permitted to exercise an option (the “Option”) to acquire Transphorm Japan Epi, Inc. (“TJE”), a Japanese subsidiary of the Company through which the Company is engaged in the development, manufacturing and sales of GaN-based epitaxial wafer products. In general, the Option is exercisable upon (1) certain acquisitions of securities or assets of the Company or its subsidiaries by a Competitor (as defined in the option agreement) that results in the Company, directly or indirectly, owning less than a majority of TJE, which acquisition is followed by any material breach (that is not cured within a specified time period) by the Company or a subsidiary of its obligations with respect to epiwafer supply to Nexperia under the Supply Agreement, or (2) the unilateral termination by the Company of the Supply Agreement. The option agreement also establishes the material terms, including price and timing, for the exercise of the Option by Nexperia. The Option terminates (1) if the Option is not exercised by Nexperia prior to the date on which the option agreement terminates, or (2) on the first to occur of (a) the termination of the option agreement upon written agreement of the parties, (b) the mutual termination or expiration of the Supply Agreement, or (c) the first to occur of (i) two years following the date on which the Company notifies Nexperia of epiwafer qualification of a second source and (ii) April 1, 2028. In connection with the option agreement, the Company has also amended and restated its existing intracompany license agreement with TJE to clarify Nexperia’s rights upon exercise of the Option. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company derives its revenues primarily through the sale and delivery of promised goods and services to distributors and end-users in various sectors such as, but not limited to, the gaming, industrial, IT, and consumer products industries. The Company disaggregates revenue based on the following contract types: • Commercial Product and Service contracts including sales of high-powered GaN-based products manufactured utilizing the Company’s proprietary and patented epiwafer technology and wafer fabrication and other assembly processes, sales of GaN epiwafers for the radio frequency (“RF”) and power markets, as well as enabling EPI wafer growth services and products to our strategic partners. • Government contracts for research and development related services and activities. • Licensing contracts including sales of licenses to use such patented proprietary technology. The Company follows a five-step approach for recognizing revenue, consisting of the following: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when, or as, the entity satisfies a performance obligation. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company does not have any significant financing components associated with its revenue contracts, as payment is received at or shortly after the point of sale. Commercial Product and Service contracts Performance obligations are satisfied, and revenue is recognized when control of a good or service promised in a contract is transferred to a customer using relative standalone selling prices. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service at a point in time, and in an amount that reflects the consideration it expects to be entitled to, in exchange for those products or services. The majority of the Company's revenue under commercial product and service contracts is derived from product sales. Revenue is recognized over-time if the customer receives the benefits as the Company performs work, if the customer controls the asset as it is being produced (continuous transfer of control), or if the product being produced for the customer has no alternative use and we have a contractual right to payment for performance to date. The Company recognizes revenue ratably over-time under the cooperation and development agreement with Yaskawa Electric Corporation (“Yaskawa”). Sales of products or services typically do not include more than one performance obligation. A portion of the Company’s products are sold through distributors. Distributors stock inventory and sell the Company’s products to their own customer base. The Company recognizes revenue upon shipment of its products to its distributors. Master supply or distributor agreements are in place with many of the Company's customers and contain terms and conditions including, but not limited to, payment, delivery, incentives and warranty. These agreements sometimes require minimum purchase commitments. If a master supply, distributor or other similar agreement is not in place with a customer, the Company considers a purchase order, which is governed by the Company’s standard terms and conditions, to be the contract governing the relationship with that customer. Pricing terms are negotiated independently on a stand-alone basis. Revenue is measured based on the amount of net consideration to which the Company expects to be entitled to receive in exchange for products or services. Government contracts Government contract revenues are principally generated under research and development contracts with agencies of the U.S. government. Performance obligations under government contracts are satisfied over-time as customer receives the benefits as the Company performs work, the customer controls the asset as it is being produced (continuous transfer of control), and the Company has a contractual right to payment for performance to date. Licensing contracts From time to time, the Company may enter into licensing arrangements related to its intellectual property. Revenue from licensing arrangements is recognized when earned and estimable. The timing of revenue recognition is dependent on the terms of each license agreement. Generally, the Company will recognize non-refundable upfront licensing fees related to patent licenses immediately upon receipt of the funds if the Company has no significant future obligations to perform under the arrangement. In the case that the arrangement gives rise to variable consideration in the form of milestone and royalty payments, the Company evaluates the royalties to determine if they qualify for the sales and usage-based royalty exception. In the case of the Company’s royalty arrangement with Nexperia, the Company determined the royalties qualify for the sales and usage-based royalty exception, as the license of intellectual property is the predominant item to which the royalty relates and are recognized upon the subsequent sale occurring. The variable amounts are recognized at the net consideration the Company expects to receive upon satisfaction of contractually agreed upon development targets and sales volumes. Disaggregation of Revenue from Contracts with Customers Revenue disaggregated by contract type is as follows: Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Commercial product and service $ 3,163 $ 2,300 $ 7,596 $ 4,504 Government 507 1,003 1,230 2,015 Licensing — 8,000 — 8,000 Revenue, net $ 3,670 $ 11,303 $ 8,826 $ 14,519 |
Concentration of Credit Risk an
Concentration of Credit Risk and Significant Customers | 6 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers The Company manages its credit risk associated with exposure to distributors and direct customers on outstanding accounts receivable through the application of credit approvals and other monitoring procedures. Credit sales, which are mainly on credit terms of 30 to 60 days, are only made to customers who meet the Company's credit standards, while sales to new customers or customers with low credit ratings are usually made on an advance payment basis. The Company closely monitors the aging of accounts receivable from its distributors and direct customers, and regularly reviews their financial positions, where available. Significant customers are those that represent 10% or more of revenue or accounts receivable. Total revenues, by percentage, from individual customers representing 10% or more of total revenues in the respective periods were as follows: Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Customer A * 73.9% 10.4% 62.2% Customer B 11.2% * 12.3% 13.9% Customer C 30.4% * 32.7% * Customer D 29.8% * 16.7% * * Less than 10% of total Accounts receivable, by percentage, from individual customers representing 10% or more of accounts receivable are set forth in the following table: As of September 30, 2022 March 31, 2022 Customer A * 20.1% Customer B * 19.4% Customer C 21.4% 38.8% Customer D 38.5% * Customer E 10.4% * * Less than 10% of total Customers A and E are related parties and Customer B is a government agency. JCP Capital Management, LLC Limited is a majority stockholder of Customer C. Customer D is GaNovation. See Note 6 - Investment in Joint Venture and Note 13 - Related Party Transactions. |
Inventory
Inventory | 6 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following as of the dates presented (in thousands) : September 30, 2022 March 31, 2022 Raw materials $ 4,074 $ 2,412 Work in process 2,164 1,865 Sub-assembly 1,961 1,677 Finished goods 767 376 Total $ 8,966 $ 6,330 The Company recorded inventory write-off of $19 thousand and $60 thousand for the three months ended September 30, 2022 and 2021, respectively. The Company recorded inventory write-off of $56 thousand and $194 thousand for the six months ended September 30, 2022 and 2021, respectively. |
Investment in Joint Venture
Investment in Joint Venture | 6 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Investment in Joint Venture | Investment in Joint Venture Through July 31, 2021, the Company was party to a joint venture agreement (the “JVA”), by and among Aizu Fujitsu Semiconductor Limited, Fujitsu Semiconductor Limited (“FSL”), the Company and Transphorm Aizu, Inc. (“Transphorm Aizu”) for the ownership and operations of Aizu Fujitsu Semiconductor Wafer Solution Limited (“AFSW”). Through July 31, 2021, the Company held a 49% interest in AFSW through Transphorm Aizu, the Company’s wholly-owned subsidiary established in Japan to manage the financial transactions around AFSW. Transphorm Aizu and FSL funded AFSW based on a mutually agreed funding schedule. Any outstanding balances were reviewed upon the conclusion of the JVA effective July 31, 2021 to assess unfunded commitment to joint venture liability. During the year ended March 31, 2022, the Company recognized a $1.5 million gain, in other income, upon termination of the JVA and settlement of its obligation. On April 1, 2020, FSL exercised its put option under the JVA and notified the Company that FSL intended to exit the joint venture by selling its 51% interest in AFSW to the Company. In December 2020, the Company entered into a joint venture agreement with JCP Capital Management, LLC Limited (“JCP”) (controlling party with 75% ownership) to create GaNovation, a joint venture company in Singapore, to engage in the business of distribution, development and supply of GaN products and, upon approval of the regulatory authorities in Japan, to purchase FSL’s and Transphorm’s interests in AFSW. In July 2021, regulatory authorities in Japan approved GaNovation’s purchase of 100% of the interests in AFSW from Transphorm and FSL. On July 20, 2021, Transphorm Aizu entered into a Share Purchase Agreement (the “Purchase Agreement”) with GaNovation, pursuant to which GaNovation agreed to acquire Transphorm’s 49% interest in AFSW from Transphorm Aizu for 1 Japanese Yen. The closing of the Purchase Agreement occurred on August 1, 2021. Following the closing of the Purchase Agreement and other concurrent transactions between GaNovation and FSL, GaNovation owns 100% of AFSW and Transphorm now holds a 25% interest in GaNovation. GaNovation (through AFSW) manufactures semiconductor products exclusively for its owners under manufacturing agreements at prices estimated to cover the cost of production. GaNovation was determined to be a variable interest entity as the equity at risk was not believed to be sufficient. GaNovation depends on its owners for any additional cash. The Company extended $1.5 million to GaNovation to fund operations of GaNovation for the six months ended September 30, 2022 and $3.1 million to GaNovation and AFSW to fund operations of GaNovation and AFSW for the six months ended September 30, 2021. The Company’s known maximum exposure to loss approximated the carrying value of its investment balance, which included the financing. Potential future losses could be higher than the carrying amount of the Company’s investment, as the Company is liable for other future operating costs or obligations of GaNovation. In addition, because Transphorm is currently committed to purchasing GaN wafers and production-related services from AFSW at pre-agreed pricing based upon the Company’s second generation products, the Company may be required to purchase products at a higher cost for its newer generation products. Investment in GaNovation was $414 thousand and $143 thousand as of September 30, 2022 and March 31, 2022, respectively. For the period from April 1, 2022 through March 31, 2023, JCP is responsible for 75% of the funding obligations and losses of AFSW, while Transphorm is responsible for 25% of the funding obligations and losses of AFSW. Beginning April 1, 2023, JCP is responsible for 67.5% of the funding obligations and losses of AFSW, while Transphorm is responsible for 32.5% of the funding obligations and losses of AFSW, except that JCP’s total funding obligations or investment shall not exceed $35 million and Transphorm’s total funding obligations or investment shall not exceed $12 million for the three-year period starting from August 1, 2021. The Company’s investment activities in GaNovation and AFSW for the periods presented are summarized below (in thousands) : AFSW (Joint Venture Between the Company and FSL) April 1, 2021 $ (1,866) Investment 2,490 Loss (2,078) Gain 1,455 Effect of exchange rate change (1) July 31, 2021 $ — GaNovation (Joint Venture Between the Company and JCP) August 1, 2021 $ — Investment 2,036 Loss (1,893) March 31, 2022 143 Investment 1,537 Loss (1,266) September 30, 2022 $ 414 Summarized unaudited financial information of GaNovation and AFSW for the periods indicated are as follows (in thousands) : GaNovation September 30, 2022 March 31, 2022 Current assets $ 2,370 $ 4,259 Long-term assets 4,994 3,690 Due from Transphorm 160 — Other current liabilities 5,015 3,799 Due to controlling owner 12 (1) Net surplus 2,497 4,151 GaNovation GaNovation (1) / AFSW GaNovation GaNovation (1) / AFSW For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 Sales $ 3,211 $ 2,265 $ 6,032 $ 3,695 Gross loss (2,211) (2,357) (4,248) (4,756) Net loss (2,703) (3,196) (5,154) (6,237) |
Leases
Leases | 6 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases On April 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842) , using the optional transition method permitted by ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . See Note 1 - Business and Basis of Presentation. The Company’s operating leases are real estate leases which are comprised of our headquarters and offices in the United States and internationally with remaining lease terms ranging from 1 to 8 years as of September 30, 2022. Certain lease arrangements contain extension options and, as these extension options are generally considered reasonably certain of exercise, they are included in the lease term. As most of the Company’s leases do not provide an explicit rate, the Company utilizes a 6.0% discount rate (based on the rate provided for under the LSA with Nexperia) at the commencement date to calculate the present value of lease payments. In determining whether a contract contains a lease, the Company assesses whether an arrangement includes a lease at contract inception. Operating lease ROU assets and liabilities are recognized at commencement date and initially measured based on the present value of lease payments over the defined lease term. The opening balances for operating lease ROU assets and lease liabilities were $3.5 million and $3.5 million as of the adoption date of April 1, 2022. The outstanding balances of ROU assets and lease liabilities were $3.3 million and $3.3 million, respectively, as of September 30, 2022. The Company did not have any finance leases at September 30, 2022. The following table presents the Company’s ROU assets and lease liabilities for the period indicated ( in thousands ): September 30, 2022 Operating lease ROU assets $ 3,312 Operating lease liabilities $ 532 Operating lease liabilities, net of current portion 2,803 Total operating lease liability $ 3,335 Weighted average remaining lease terms for the Company’s operating leases were 6.4 years and the weighted average discount rate for the Company's operating leases was 6.0 percent as of September 30, 2022. Operating lease expense and short-term lease expense were $188 thousand and $55 thousand, respectively, for the three months ended September 30, 2022 and $373 thousand and $127 thousand, respectively, for the six months ended September 30, 2022. Cash paid, and included in cash flows from operating activities, for amounts included in the measurement of the lease liability for the Company's operating leases was $178 thousand and $349 thousand for the three and six months ended September 30, 2022. The following table presents the Company's remaining lease liabilities by maturity for the periods indicated ( in thousands ): Years Ending March 31, 2023 $ 358 2024 710 2025 674 2026 659 2027 616 Thereafter 984 Lease payments 4,001 Less: interest (666) Present value of lease liability $ 3,335 |
Debts
Debts | 6 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debts | Debts Development Loans As of March 31, 2021, the Company had $10.0 million of development loans outstanding under the LSA. On May 18, 2021, $2.0 million of development loans was converted into a revolving loan with the same terms and conditions as the existing revolving loan described below, leaving $8.0 million of development loans with a maturity date of June 30, 2021. On June 30, 2021, the maturity of the development loans was extended to July 16, 2021. On July 16, 2021, the $8.0 million of development loans was satisfied in full when the Company transferred its Gen-5 and 900V technology developments to Nexperia. See Note 2 - Nexperia Arrangement. Revolving Credit Facility As of March 31, 2021, the Company had a $10.0 million revolving loan outstanding under the LSA. On May 18, 2021, $2.0 million of development loans was converted into a revolving loan, increasing the aggregate principal amount of revolving loans to $12.0 million. The revolving loans mature on the earlier of April 4, 2023 and the occurrence of specified change of control events. See Note 2 - Nexperia Arrangement. The revolving loans are recorded based on principal in the amount of $12.0 million and accrued interest (6% interest per annum). The Company recorded interest expense of $184 thousand for each of the three months ended September 30, 2022 and 2021, and $366 thousand and $350 thousand for the six months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the scheduled maturity, including accrued interest, of the Company’s borrowings under the revolving credit facility were as follows (in thousands) : Year Ending March 31, 2023 $ 184 2024 12,000 Total $ 12,184 Promissory Note In October 2017, the Company issued an unsecured subordinated convertible promissory note to Yaskawa (the “Yaskawa Note”) for $15.0 million. The stated interest rate of the Yaskawa Note was 1.0%, and principal plus interest was due on the earlier of September 30, 2022, or the date of the occurrence of an Event of Default, Change of Control or an Initial Public Offering (all terms as defined in the Yaskawa Note). In February 2020, the Yaskawa Note was amended to be convertible at the option of the holder into a maximum of 3,076,171 shares of our common stock at a conversion price of $5.12 per share. On October 4, 2021, the Company entered into a Note Amendment and Conversion Agreement with Yaskawa to (i) reduce the conversion price of the Yaskawa Note from $5.12 per share to $5.00 per share and (ii) remove the limitation on the maximum number of shares of the Company’s stock that could be issued upon conversion of the Yaskawa Note. Yaskawa simultaneously elected to convert the outstanding principal amount (plus accrued but unpaid interest) under the Yaskawa Note, which as of the effective date of the conversion totaled $15.6 million, into an aggregate of 3,120,000 shares of our common stock. The Company also issued to Yaskawa a warrant to purchase up to 650,000 shares of common stock at an exercise price of $6.00 per share with a term of three years. On October 4, 2021, the Company recognized $1.2 million gain, in other income, upon the conversion of the Yaskawa Note. Pursuant to ASC 825-10-15-4, the Company elected to apply the fair value option for the promissory note and fair value of promissory note increased $1.6 million for the three months ended September 30, 2021. In connection with its promissory note obligation, the Company recorded interest expense of $36 thousand and $74 thousand for the three and six months ended September 30, 2021, respectively. In accordance with the terms of the promissory note, interest is added to the principal balance and is reflected in the carrying value on the condensed consolidated balance sheet. In December 2020, the Company entered into a cooperation and development agreement with Yaskawa, pursuant to which Yaskawa agreed to provide $4.0 million over approximately three years to fund development activities related to industrial power conversion applications, with an initial focus on servo motor drive applications. Yaskawa provided payments of $1.0 million and $750 thousand of this $4.0 million commitment in December 2020 and July 2021, respectively. Accordingly, with respect to the $1.8 million payment, the Company recognized $334 thousand and $375 thousand as revenue for the three months ended June 30, 2021 and September 30, 2021, respectively. The Company also recorded $375 thousand as revenue for services rendered for the three months ended June 30, 2022. The cooperation and development agreement was subsequently amended to provide for two separate commitments of $2.5 million and $1.5 million, respectively. The $2.5 million contract was fully recognized as of June 30, 2022 and the $1.5 million contract will be recognized over 19 months until December 31, 2023. Accordingly, with respect to the $1.5 million contract, the Company recognized $172 thousand and $223 thousand as revenue for services rendered for the three months ended June 30, 2022 and September 30, 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitment with a Government Agency In connection with a contract with a government agency, the Company entered into commitments to acquire equipment and services from vendors totaling $7.4 million, all of which is reimbursable. The contract’s optional expiration dates were March and June 2022 but such dates were subsequently extended to June and December 2022, respectively. The Company made total purchases of $7.3 million as of September 30, 2022, of which $7.3 million was reimbursed by the government agency as of September 30, 2022. During the six months ended September 30, 2022, the Company made purchases of $50 thousand and there was no accounts payable to the vendors as of September 30, 2022. In September 2021, the Company was awarded a $900 thousand contract with a $500 thousand option by a government agency for delivering epiwafer technology and the expiration date of the contract is May 2023. During the six months ended September 30, 2022, the Company billed and received $327 thousand related to such contract. Contingencies During the ordinary course of business, the Company may become a party to legal proceedings incidental to its business. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Legal cost is expensed as incurred. On April 5, 2022, Joel Newman, an alleged holder of the Company’s common stock, filed a complaint in the Delaware Court of Chancery derivatively against the Company’s directors and KKR Phorm Investors L.P. (“Phorm”). The complaint alleges that the directors and Phorm breached their fiduciary duties, and the directors committed waste, because the terms of the November 5, 2021 private placement in which Phorm participated were unfairly favorable to Phorm. The directors have the right to advancement from the Company of expenses incurred defending the claims. On July 11, 2022, plaintiff filed an amended complaint. On August 25, 2022, defendants filed motions to dismiss the amended complaint and supporting briefs. The parties are currently briefing the motions to dismiss. The Company is unable to estimate the potential loss or range of loss, if any, associated with this lawsuit. The Company is not aware of any material legal claims or assessments other than disclosed above. Although the results of litigation and claims are inherently unpredictable, management believes there was not at least a reasonable possibility that the Company had incurred a material loss with respect to any loss contingencies as of September 30, 2022 and through the issuance of these financial statements. Indemnification The Company from time to time enters into types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to: (1) real estate leases, under which the Company may be required to indemnify property owners for environmental and other liabilities and for other claims arising from the Company’s use of the applicable premises; (2) agreements with the Company’s officers, directors, and employees, under which the Company may be required to indemnify such persons from liabilities arising out of their relationship; (3) indemnifying customers in the event of product failure; and (4) agreements with outside parties that use the Company’s intellectual property, under which the Company may indemnify for copyright or patent infringement related specifically to the use of such intellectual property. Historically, the Company has not been required to make payments under these obligations, and no liabilities have been recorded for these obligations in the Company’s consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity In April 2021, the Company issued 97,099 shares of common stock as payment of $500 thousand pursuant to a one year internet advertising contract with SRAX, Inc. In October 2021, the Company issued 3,120,000 shares of common stock to Yaskawa upon the conversion of $15.6 million of outstanding principal and accrued interest under the Yaskawa Note. In January and February 2022, the Company withheld 97,249 shares of common stock upon the vesting of restricted stock units to satisfy employee withholding tax obligations. In July 2022, the Company withheld 1,568 shares of common stock upon the vesting of restricted stock units to satisfy employee withholding tax obligations. As of September 30, 2022, 750,000,000 shares of common stock are authorized, of which 56,626,340 shares of common stock were issued and outstanding, and 5,000,000 shares of preferred stock are authorized, none of which were issued and outstanding. The Company’s Board of Directors has the ability to designate the rights, preferences and privileges for the preferred stock. Private Placements On August 13, 2021, the Company sold 1,000,000 shares of common stock in a private placement offering at a purchase price of $5.00 per share with gross proceeds of $5.0 million and issued warrants to purchase 209,000 shares of common stock at a price of $6.00 per share (before deducting legal costs of $22 thousand). On November 5, 2021 and November 9, 2021, the Company sold an aggregate of 6,600,000 shares of common stock in a private placement offering at a purchase price of $5.00 per share, with aggregate gross proceeds of $33.0 million (before deducting placement agent fees and other offering expenses, which were an aggregate of $840 thousand). Pursuant to the purchase agreements entered into with the investors in this offering, each investor had the right (but not the obligation), subject to the satisfaction of customary closing conditions, to purchase and acquire from the Company (i) additional shares of common stock at a purchase price of $5.00 per share and (ii) additional warrants to purchase shares of common stock. On June 2, 2022, in connection with the investors’ exercise of such purchase rights, the Company sold 3,199,999 shares of common stock for aggregate gross proceeds of $16.0 million (before deducting placement agent fees and other offering expenses, which were an aggregate of $280 thousand) and issued warrants to purchase 666,668 shares of common stock. On December 7, 2021, the Company sold 1,673,152 shares of common stock in a private placement offering at a purchase price of $7.71 per share, with aggregate gross proceeds of $12.9 million (before deducting a finder’s fee and other offering expenses, which were an aggregate of $286 thousand). Common Stock Common stockholders are entitled to dividends, as and when declared by the Company’s Board of Directors, subject to the priority dividend rights of the holders of other classes of stock. There have been no dividends declared to date. The holder of each share of common stock is entitled to one vote. The Company has reserved shares of common stock for future issuance as of date presented as follows: September 30, 2022 Equity incentive plans 9,328,206 Common stock warrants 3,323,966 Total 12,652,172 Common Stock Warrants On August 13, 2021, we issued warrants to purchase 209,000 shares of common stock at an exercise price of $6.00 per share. On October 4, 2021, we issued warrants to purchase 650,000 shares of common stock at an exercise price of $6.00 per share. On November 5, 2021, we issued warrants to purchase 958,334 shares of common stock at an exercise price of $6.00 per share. On November 9, 2021, we issued warrants to purchase 416,667 shares of common stock at an exercise price of $6.00 per share. On December 7, 2021, we issued warrants to purchase 348,649 shares of common stock at an exercise price of $9.25 per share. On February 10, 2022, we issued warrants to purchase 20,233 shares of common stock at an exercise price of $8.48 per share. On June 2, 2022, we issued warrants to purchase 666,668 shares of common stock at an exercise price of $6.00 per share. These warrants are exercisable by paying cash or by cashless exercise for unregistered shares of common stock. The exercise price of the warrants is subject to standard antidilutive provision adjustment in the case of stock dividends or other distributions on shares of common stock or any other equity or equity equivalent securities payable in shares of common stock, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also, subject to limitations, upon any distribution of assets, including cash, stock or other property to our stockholders. The exercise price of the warrants is not subject to “price-based” anti-dilution adjustment. We have determined that these warrants related to issuance of common stock are subject to equity treatment because warrant holders have no right to demand cash settlement and there are no unusual anti-dilution rights. On January 5, 2022, the Company issued 13,028 shares of common stock in connection with the cashless exercise of a warrant. On January 10, 2022, the Company issued 82,500 shares of common stock in connection with the exercise of a warrant at an exercise price of $3.30 per share. The following warrants to purchase common stock were outstanding as of September 30, 2022: Number of Shares Exercise Price Expiration Date 209,000 $ 6.00 August 13, 2024 650,000 6.00 October 4, 2024 1,416,669 6.00 November 5, 2024 625,000 6.00 November 9, 2024 348,649 9.25 December 7, 2024 20,233 8.48 December 10, 2025 45,000 3.30 December 23, 2025 6,046 34.74 5 years after an initial public offering of the Company 3,369 54.41 5 years after an initial public offering of the Company 3,323,966 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The 2020 Equity Incentive Plan (the “2020 Plan”) was approved by our stockholders on February 11, 2020. The 2020 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to our employees and our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and performance shares to our employees, directors, and consultants and our parent and subsidiary corporations’ employees and consultants. Subject to the adjustment provisions of the 2020 Plan and the automatic annual increase described below, the maximum aggregate number of shares of our common stock that may be issued under the 2020 Plan is 5,050,000 shares of our common stock, which includes (i) 2,588,077 shares initially reserved for issuance, plus (ii) any shares of our common stock subject to issued and outstanding awards under the Transphorm Technology 2007 Stock Plan or the Transphorm Technology 2015 Equity Incentive Plan that, on or after February 12, 2020, expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by us for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by us due to failure to vest, with the maximum number of shares to be added to the 2020 Plan pursuant to this clause (ii) equal to 2,461,923 shares. Subject to the adjustment provisions of the 2020 Plan, the number of shares of common stock available for issuance under the 2020 Plan will also include an annual increase on the first day of each fiscal year beginning with our 2022 fiscal year and ending on (and including) our 2030 fiscal year, in an amount equal to the least of: (i) 5,000,000 shares of our common stock; (ii) five percent (5%) of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year; or (iii) such number of shares of our common stock as the administrator of the 2020 Plan may determine. On April 1, 2022, 2,668,965 shares were added to the 2020 Plan pursuant to such automatic annual increase provision. As of September 30, 2022, there were 3,045,662 stock options outstanding, 1,027,754 restricted stock units outstanding and 5,254,790 shares available for grant under the 2020 Plan. Stock Options The following table summarizes stock option activity and related information for the periods presented: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at July 1, 2022 2,864,970 $ 4.87 5.77 $ 113 Options granted 193,909 5.24 Options exercised (9,061) 4.04 Options canceled (4,156) 6.87 Outstanding at September 30, 2022 3,045,662 4.89 5.80 1,783 Exercisable at September 30, 2022 2,267,923 4.45 4.63 1,655 Outstanding at July 1, 2021 2,462,414 $ 4.79 5.82 $ 720 Options granted 55,000 4.50 Options exercised — — Options canceled (10,883) 6.47 Outstanding at September 30, 2021 2,506,531 4.77 5.67 590 Exercisable at September 30, 2021 2,224,110 4.64 5.19 569 (1) Intrinsic value represents the excess of the fair value on the last day of the period (which was $5.03 and $4.52 as of September 30, 2022 and 2021, respectively) over the exercise price, multiplied by the number of options. Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at April 1, 2022 2,879,008 $ 4.88 6.02 $ 6,747 Options granted 193,909 5.24 Options exercised (13,422) 4.18 Options canceled (13,833) 7.52 Outstanding at September 30, 2022 3,045,662 4.89 5.80 1,783 Exercisable at September 30, 2022 2,267,923 4.45 4.63 1,655 Outstanding at April 1, 2021 2,543,125 $ 4.82 6.05 $ — Options granted 55,000 4.50 Options exercised (31,925) 4.21 Options canceled (59,669) 6.78 Outstanding at September 30, 2021 2,506,531 4.77 5.67 590 Exercisable at September 30, 2021 2,224,110 4.64 5.19 569 (1) Intrinsic value represents the excess of the fair value on the last day of the period (which was $5.03 and $4.52 as of September 30, 2022 and 2021, respectively) over the exercise price, multiplied by the number of options. Stock-based compensation expense is determined based on the fair value of the Company’s common stock as determined by the Board of Directors and assumptions such as volatility, expected term, risk-free interest rates, and other factors. Changes in the deemed fair value of the common stock, the underlying assumptions in the calculations, the number of options granted or the terms of such options, the expected forfeiture rate, the treatment of tax benefits and other changes may result in significant differences in the amounts or timing of the compensation expense recognized. The assumptions used to value options granted to employees during the periods presented was as follows: Three and Six Months Ended September 30, 2022 2021 Weighted average expected life (in years) 5.82 6.11 Risk-free interest rate 3.12% - 3.83% 1.08% Expected volatility 42.49% - 46.65% 43.79% Grant date fair market value $5.24 $4.50 Grant date fair value $2.37 - $3.01 $1.94 Dividend yield —% —% Restricted Stock Units RSUs are grants of shares of our common stock that vest in accordance with terms and conditions established by the administrator of the 2020 Plan. Subject to the provisions of the 2020 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria. We granted 35,000 RSUs during the three months ended September 30, 2021, 25 percent of which are scheduled to vest after one year and the remainder are scheduled to vest each quarter for three years, in each case subject to the RSU holders’ continued status as a service provider to the Company through each vesting date. We granted 164,440 RSUs during the three months ended September 30, 2022, which are scheduled to vest within four years, in each case subject to the RSU holders’ continued status as a service provider to the Company through each vesting date. The following table summarizes RSU activity and related information for the periods presented: September 30, 2022 Three Months Ended Six Months Ended Number of Shares Weighted-Average Grant Date Fair Value Per Share Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at beginning of period 938,925 $ 4.82 954,775 $ 4.61 Granted 164,440 5.24 164,440 5.24 Vested (30,805) 4.40 (35,180) 4.31 Canceled (44,806) 3.99 (56,281) 3.98 Balance at end of period 1,027,754 4.96 1,027,754 4.96 September 30, 2021 Three Months Ended Six Months Ended Number of Shares Weighted-Average Grant Date Fair Value Per Share Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at beginning of period 922,037 $ 3.96 935,397 $ 3.96 Granted 35,000 3.75 35,000 3.75 Vested (2,000) 3.75 (3,000) 3.75 Canceled (3,400) 3.93 (15,760) 3.98 Balance at end of period 951,637 3.96 951,637 3.96 Stock-Based Compensation The accompanying condensed consolidated statement of operations and comprehensive loss includes stock-based compensation expense for the periods presented as follows (in thousands) : Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 53 $ 39 $ 92 $ 66 Research and development (46) 111 (45) 238 Sales and marketing 82 35 109 71 General and administrative 547 326 1,063 633 Total $ 636 $ 511 $ 1,219 $ 1,008 Unrecognized Stock-Based Compensation Unrecognized stock-based compensation expense as of dates presented was as follows (in thousands, except years) : September 30, 2022 September 30, 2021 Unrecognized Expense Average Expected Recognition Period (in years) Unrecognized Expense Average Expected Recognition Period (in years) Stock options $ 1,583 1.25 $ 339 4.35 Restricted stock 2,274 1.54 1,831 1.50 Total $ 3,857 1.43 $ 2,170 1.77 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements FASB ASC 820, Fair Value Measurements and Disclosures , establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 - Inputs (other than quoted prices included within Level 1) that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data of substantially the full term of the related assets or liabilities. Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Inputs are unobservable for the asset or liability. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. The following table includes the changes in fair value of the promissory note which are Level 3 on the fair value hierarchy (in thousands) : April 1, 2021 $ 16,128 Interest expense accrued 77 Decrease in fair value (605) Conversion (15,600) March 31, 2022 $ — On October 4, 2021, the promissory note of $15.6 million, consisting of an outstanding principal amount of $15.0 million plus accrued but unpaid interest of $600 thousand, was converted into an aggregate of 3,120,000 shares of common stock. See Note 8 - Debts and Note 10 - Stockholders’ Equity. The Company recorded interest expense of $36 thousand and $74 thousand for the three and six months ended September 30, 2021, respectively. Fair value of promissory note decreased by $1.6 million and $605 thousand for the three and six months ended September 30, 2021, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the three months ended September 30, 2022, the Company entered into the following related party transactions: • Recorded $1.1 million in revenue, recorded $867 thousand in cost of goods sold for services, recorded $90 thousand in research and development expense, purchased $69 thousand of inventory, paid $77 thousand in consumption tax and incurred $43 thousand for employees and related benefits from the joint venture; • Recorded $223 thousand in revenue per a cooperation and development agreement with Yaskawa; and • Recorded $35 thousand in service fee income, recorded $38 thousand of reimbursements in license maintenance fee, recorded $184 thousand in interest expense, and sold $77 thousand of products to Nexperia. See Note 2 - Nexperia Arrangement. During the six months ended September 30, 2022, the Company entered into the following related party transactions: • Recorded $1.5 million in revenue, recorded $1.7 million in cost of goods sold for services, recorded $188 thousand in research and development expense, purchased $249 thousand of inventory, paid $219 thousand in consumption tax and incurred $90 thousand for employees and related benefits from the joint venture; • Recorded $770 thousand in revenue per a cooperation and development agreement with Yaskawa; and • Recorded $66 thousand in service fee income, recorded $75 thousand of reimbursements in license maintenance fee, recorded $366 thousand in interest expense, and sold $856 thousand of products to Nexperia. See Note 2 - Nexperia Arrangement. As of September 30, 2022, total due from related parties was $1.4 million, consisting of $660 thousand due from GaNovation and $125 thousand accounts receivable from a stockholder and noteholder of the Company. As of September 30, 2022, total accounts payable to related parties was $827 thousand to the joint venture and $565 thousand to Nexperia. During the three months ended September 30, 2021, the Company entered into the following related party transactions: • Recorded $1.5 million as gain in other income, recorded $875 thousand in cost of goods sold for services, recorded $74 thousand in research and development expense, purchased $70 thousand of inventory, paid $37 thousand in consumption tax and incurred $81 thousand for employees and related benefits from the AFSW joint venture; • Sold $2 thousand of products to non-controlling stockholders of the Company, incurred $61 thousand of license maintenance fee and recorded $171 thousand in consulting expense from a non-controlling stockholder of the Company; • Recorded $375 thousand in revenue per a cooperation and development agreement with Yaskawa; • Recorded $145 thousand in revenue from GaNovation; and • Recorded $8.0 million in license fee income, recorded $38 thousand of reimbursements in license maintenance fee, recorded $184 thousand in interest expense, and sold $308 thousand of products to Nexperia. See Note 2 - Nexperia Arrangement. During the six months ended September 30, 2021, the Company entered into the following related party transactions: • Recorded $1.5 million as gain in other income, recorded $1.5 million in cost of goods sold for services, recorded $299 thousand in research and development expense, purchased $70 thousand of inventory, paid $37 thousand in consumption tax and incurred $97 thousand for employees and related benefits from the AFSW joint venture; • Sold $19 thousand of products to non-controlling stockholders of the Company, incurred $111 of license maintenance fee and recorded $176 thousand in consulting expense from a non-controlling stockholder of the Company; • Recorded $709 thousand in revenue per a cooperation and development agreement with Yaskawa; • Recorded $154 thousand in revenue from GaNovation; and • Recorded $8.5 million in license and service fee income, recorded $75 thousand of reimbursements in license maintenance fee, recorded $350 thousand in interest expense, and sold $506 thousand of products to Nexperia. See Note 2 - Nexperia Arrangement. As of March 31, 2021, total due from related parties was $14.1 million, consisting of $13.5 million due from the AFSW joint venture, $5 thousand accounts receivable from non-controlling stockholders of the Company, and $503 thousand accounts receivable from a stockholder and noteholder of the Company. As of March 31, 2021, total accounts payable to related parties was $370 thousand to the AFSW joint venture and $11 thousand to Nexperia, and accrued royalty was $4 thousand to Furukawa. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events through the issuance of these financial statements and is not aware of any material items that would require disclosure in the notes to the financial statements or would be required to be recognized as of September 30, 2022. |
Business and Basis of Present_2
Business and Basis of Presentation (Policies) | 6 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements reflect all adjustments of a normal and recurring nature that are necessary for a fair presentation of the results for the interim period ended September 30, 2022, but are not necessarily indicative of the results that will be reported for the entire fiscal year or any other interim period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted. The aforementioned unaudited condensed consolidated financial statements are prepared in conformity with GAAP and in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. The interim information should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. The consolidated balance sheet as of March 31, 2022 is derived from those audited financial statements. |
Reclassifications | Certain reclassifications have been made to prior year amounts to conform to the current year presentation. |
Accounting Standard Adopted and Recently Issued Accounting Standards under Evaluation | Accounting Standard Adopted Effective April 1, 2022, the Company adopted ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability on their balance sheet for all leases, including operating leases, with a term of greater than 12 months. In July 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-11, which adds a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliest comparative period presented in the consolidated financial statements. Under this transition option, comparative reporting would not be required, and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. The Company elected to use the optional transition method provided by ASU 2018-11. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward its ASC 840 assessment regarding definition of a lease, lease classification, and initial direct costs. The following practical expedients were applied implementing this standard. • We did not reassess whether any expired or existing contracts are, or contain, leases. Additionally, we did not reassess for lease classifications of expired or existing leases, or initial direct costs for any existing leases. • We elected the short-term lease exception, which allows us to account for leases with a lease term of twelve months or less similar to existing operating leases. The cost of these leases is disclosed, but is not recognized in the ROU asset and lease liability balances. Consistent with ASC 842 requirements, leases that are one month or less are not included in the disclosures. Operating lease ROU assets represent the Company’s right to use the underlying asset during the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using incremental borrowing rate at the lease commencement date. The Company chose the practical expedients and reviewed the lease and non-lease components for any impairment or otherwise, subsequently determining that no cumulative-effect adjustment to equity was necessary as part of implementing the modified retrospective approach for its adoption of ASC 842. Operating lease expense, which is comprised of amortization of the ROU asset and the interest accreted on the lease liability, is recognized on a straight-line basis over the lease term and is recorded in lease expense in the condensed consolidated statements of income. Recently Issued Accounting Standards under Evaluation Debt - In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Among other provisions, the amendments in this ASU significantly change the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Financial Instruments - FASB ASU 2020-03, Codification Improvements to Financial Instruments , makes clear the determination of the contractual life of a net investment in leases in estimating expected credit losses under ASC 326, Financial Instruments – Credit Losses . In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for the Company in 2023. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. Income Tax - In December 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s initiative to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. ASU 2019-12 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements. |
Revenue Recognition | The Company derives its revenues primarily through the sale and delivery of promised goods and services to distributors and end-users in various sectors such as, but not limited to, the gaming, industrial, IT, and consumer products industries. The Company disaggregates revenue based on the following contract types: • Commercial Product and Service contracts including sales of high-powered GaN-based products manufactured utilizing the Company’s proprietary and patented epiwafer technology and wafer fabrication and other assembly processes, sales of GaN epiwafers for the radio frequency (“RF”) and power markets, as well as enabling EPI wafer growth services and products to our strategic partners. • Government contracts for research and development related services and activities. • Licensing contracts including sales of licenses to use such patented proprietary technology. The Company follows a five-step approach for recognizing revenue, consisting of the following: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when, or as, the entity satisfies a performance obligation. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company does not have any significant financing components associated with its revenue contracts, as payment is received at or shortly after the point of sale. Commercial Product and Service contracts Performance obligations are satisfied, and revenue is recognized when control of a good or service promised in a contract is transferred to a customer using relative standalone selling prices. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service at a point in time, and in an amount that reflects the consideration it expects to be entitled to, in exchange for those products or services. The majority of the Company's revenue under commercial product and service contracts is derived from product sales. Revenue is recognized over-time if the customer receives the benefits as the Company performs work, if the customer controls the asset as it is being produced (continuous transfer of control), or if the product being produced for the customer has no alternative use and we have a contractual right to payment for performance to date. The Company recognizes revenue ratably over-time under the cooperation and development agreement with Yaskawa Electric Corporation (“Yaskawa”). Sales of products or services typically do not include more than one performance obligation. A portion of the Company’s products are sold through distributors. Distributors stock inventory and sell the Company’s products to their own customer base. The Company recognizes revenue upon shipment of its products to its distributors. Master supply or distributor agreements are in place with many of the Company's customers and contain terms and conditions including, but not limited to, payment, delivery, incentives and warranty. These agreements sometimes require minimum purchase commitments. If a master supply, distributor or other similar agreement is not in place with a customer, the Company considers a purchase order, which is governed by the Company’s standard terms and conditions, to be the contract governing the relationship with that customer. Pricing terms are negotiated independently on a stand-alone basis. Revenue is measured based on the amount of net consideration to which the Company expects to be entitled to receive in exchange for products or services. Government contracts Government contract revenues are principally generated under research and development contracts with agencies of the U.S. government. Performance obligations under government contracts are satisfied over-time as customer receives the benefits as the Company performs work, the customer controls the asset as it is being produced (continuous transfer of control), and the Company has a contractual right to payment for performance to date. Licensing contracts From time to time, the Company may enter into licensing arrangements related to its intellectual property. Revenue from licensing arrangements is recognized when earned and estimable. The timing of revenue recognition is dependent on the terms of each license agreement. Generally, the Company will recognize non-refundable upfront licensing fees related to patent licenses immediately upon receipt of the funds if the Company has no significant future obligations to perform under the arrangement. In the case that the arrangement gives rise to variable consideration in the form of milestone and royalty payments, the Company evaluates the royalties to determine if they qualify for the sales and usage-based royalty exception. In the case of the Company’s royalty arrangement with Nexperia, the Company determined the royalties qualify for the sales and usage-based royalty exception, as the license of intellectual property is the predominant item to which the royalty relates and are recognized upon the subsequent sale occurring. The variable amounts are recognized at the net consideration the Company expects to receive upon satisfaction of contractually agreed upon development targets and sales volumes. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenue disaggregated by contract type is as follows: Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Commercial product and service $ 3,163 $ 2,300 $ 7,596 $ 4,504 Government 507 1,003 1,230 2,015 Licensing — 8,000 — 8,000 Revenue, net $ 3,670 $ 11,303 $ 8,826 $ 14,519 |
Concentration of Credit Risk _2
Concentration of Credit Risk and Significant Customers (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | Total revenues, by percentage, from individual customers representing 10% or more of total revenues in the respective periods were as follows: Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Customer A * 73.9% 10.4% 62.2% Customer B 11.2% * 12.3% 13.9% Customer C 30.4% * 32.7% * Customer D 29.8% * 16.7% * * Less than 10% of total Accounts receivable, by percentage, from individual customers representing 10% or more of accounts receivable are set forth in the following table: As of September 30, 2022 March 31, 2022 Customer A * 20.1% Customer B * 19.4% Customer C 21.4% 38.8% Customer D 38.5% * Customer E 10.4% * * Less than 10% of total |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of the dates presented (in thousands) : September 30, 2022 March 31, 2022 Raw materials $ 4,074 $ 2,412 Work in process 2,164 1,865 Sub-assembly 1,961 1,677 Finished goods 767 376 Total $ 8,966 $ 6,330 |
Investment in Joint Venture (Ta
Investment in Joint Venture (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Investment Activities in AFSW | The Company’s investment activities in GaNovation and AFSW for the periods presented are summarized below (in thousands) : AFSW (Joint Venture Between the Company and FSL) April 1, 2021 $ (1,866) Investment 2,490 Loss (2,078) Gain 1,455 Effect of exchange rate change (1) July 31, 2021 $ — GaNovation (Joint Venture Between the Company and JCP) August 1, 2021 $ — Investment 2,036 Loss (1,893) March 31, 2022 143 Investment 1,537 Loss (1,266) September 30, 2022 $ 414 (in thousands) : GaNovation September 30, 2022 March 31, 2022 Current assets $ 2,370 $ 4,259 Long-term assets 4,994 3,690 Due from Transphorm 160 — Other current liabilities 5,015 3,799 Due to controlling owner 12 (1) Net surplus 2,497 4,151 GaNovation GaNovation (1) / AFSW GaNovation GaNovation (1) / AFSW For the Three Months Ended For the Six Months Ended 2022 2021 2022 2021 Sales $ 3,211 $ 2,265 $ 6,032 $ 3,695 Gross loss (2,211) (2,357) (4,248) (4,756) Net loss (2,703) (3,196) (5,154) (6,237) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | The following table presents the Company’s ROU assets and lease liabilities for the period indicated ( in thousands ): September 30, 2022 Operating lease ROU assets $ 3,312 Operating lease liabilities $ 532 Operating lease liabilities, net of current portion 2,803 Total operating lease liability $ 3,335 |
Schedule of Future Minimum Operating Lease Commitments | The following table presents the Company's remaining lease liabilities by maturity for the periods indicated ( in thousands ): Years Ending March 31, 2023 $ 358 2024 710 2025 674 2026 659 2027 616 Thereafter 984 Lease payments 4,001 Less: interest (666) Present value of lease liability $ 3,335 |
Debts (Tables)
Debts (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | As of September 30, 2022, the scheduled maturity, including accrued interest, of the Company’s borrowings under the revolving credit facility were as follows (in thousands) : Year Ending March 31, 2023 $ 184 2024 12,000 Total $ 12,184 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock by Class | The Company has reserved shares of common stock for future issuance as of date presented as follows: September 30, 2022 Equity incentive plans 9,328,206 Common stock warrants 3,323,966 Total 12,652,172 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following warrants to purchase common stock were outstanding as of September 30, 2022: Number of Shares Exercise Price Expiration Date 209,000 $ 6.00 August 13, 2024 650,000 6.00 October 4, 2024 1,416,669 6.00 November 5, 2024 625,000 6.00 November 9, 2024 348,649 9.25 December 7, 2024 20,233 8.48 December 10, 2025 45,000 3.30 December 23, 2025 6,046 34.74 5 years after an initial public offering of the Company 3,369 54.41 5 years after an initial public offering of the Company 3,323,966 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity and related information for the periods presented: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at July 1, 2022 2,864,970 $ 4.87 5.77 $ 113 Options granted 193,909 5.24 Options exercised (9,061) 4.04 Options canceled (4,156) 6.87 Outstanding at September 30, 2022 3,045,662 4.89 5.80 1,783 Exercisable at September 30, 2022 2,267,923 4.45 4.63 1,655 Outstanding at July 1, 2021 2,462,414 $ 4.79 5.82 $ 720 Options granted 55,000 4.50 Options exercised — — Options canceled (10,883) 6.47 Outstanding at September 30, 2021 2,506,531 4.77 5.67 590 Exercisable at September 30, 2021 2,224,110 4.64 5.19 569 (1) Intrinsic value represents the excess of the fair value on the last day of the period (which was $5.03 and $4.52 as of September 30, 2022 and 2021, respectively) over the exercise price, multiplied by the number of options. Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at April 1, 2022 2,879,008 $ 4.88 6.02 $ 6,747 Options granted 193,909 5.24 Options exercised (13,422) 4.18 Options canceled (13,833) 7.52 Outstanding at September 30, 2022 3,045,662 4.89 5.80 1,783 Exercisable at September 30, 2022 2,267,923 4.45 4.63 1,655 Outstanding at April 1, 2021 2,543,125 $ 4.82 6.05 $ — Options granted 55,000 4.50 Options exercised (31,925) 4.21 Options canceled (59,669) 6.78 Outstanding at September 30, 2021 2,506,531 4.77 5.67 590 Exercisable at September 30, 2021 2,224,110 4.64 5.19 569 (1) Intrinsic value represents the excess of the fair value on the last day of the period (which was $5.03 and $4.52 as of September 30, 2022 and 2021, respectively) over the exercise price, multiplied by the number of options. |
Schedule of Valuation Assumptions | The assumptions used to value options granted to employees during the periods presented was as follows: Three and Six Months Ended September 30, 2022 2021 Weighted average expected life (in years) 5.82 6.11 Risk-free interest rate 3.12% - 3.83% 1.08% Expected volatility 42.49% - 46.65% 43.79% Grant date fair market value $5.24 $4.50 Grant date fair value $2.37 - $3.01 $1.94 Dividend yield —% —% |
Schedule of Unvested Restricted Stock Units | The following table summarizes RSU activity and related information for the periods presented: September 30, 2022 Three Months Ended Six Months Ended Number of Shares Weighted-Average Grant Date Fair Value Per Share Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at beginning of period 938,925 $ 4.82 954,775 $ 4.61 Granted 164,440 5.24 164,440 5.24 Vested (30,805) 4.40 (35,180) 4.31 Canceled (44,806) 3.99 (56,281) 3.98 Balance at end of period 1,027,754 4.96 1,027,754 4.96 September 30, 2021 Three Months Ended Six Months Ended Number of Shares Weighted-Average Grant Date Fair Value Per Share Number of Shares Weighted-Average Grant Date Fair Value Per Share Balance at beginning of period 922,037 $ 3.96 935,397 $ 3.96 Granted 35,000 3.75 35,000 3.75 Vested (2,000) 3.75 (3,000) 3.75 Canceled (3,400) 3.93 (15,760) 3.98 Balance at end of period 951,637 3.96 951,637 3.96 |
Stock-Based Compensation Expense | The accompanying condensed consolidated statement of operations and comprehensive loss includes stock-based compensation expense for the periods presented as follows (in thousands) : Three Months Ended September 30, Six Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 53 $ 39 $ 92 $ 66 Research and development (46) 111 (45) 238 Sales and marketing 82 35 109 71 General and administrative 547 326 1,063 633 Total $ 636 $ 511 $ 1,219 $ 1,008 |
Unrecognized Stock-Based Compensation | Unrecognized stock-based compensation expense as of dates presented was as follows (in thousands, except years) : September 30, 2022 September 30, 2021 Unrecognized Expense Average Expected Recognition Period (in years) Unrecognized Expense Average Expected Recognition Period (in years) Stock options $ 1,583 1.25 $ 339 4.35 Restricted stock 2,274 1.54 1,831 1.50 Total $ 3,857 1.43 $ 2,170 1.77 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Changes in Fair Value of Promissory Notes | The following table includes the changes in fair value of the promissory note which are Level 3 on the fair value hierarchy (in thousands) : April 1, 2021 $ 16,128 Interest expense accrued 77 Decrease in fair value (605) Conversion (15,600) March 31, 2022 $ — |
Business and Basis of Present_3
Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net cash used in operating activities | $ 9,813 | $ 8,612 | |
Proceeds from issuance of common stock | 16,000 | $ 5,000 | |
Private Placement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Proceeds from issuance of common stock | $ 16,000 | $ 50,000 |
Nexperia Arrangement (Details)
Nexperia Arrangement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jul. 16, 2021 | Apr. 04, 2018 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | May 18, 2021 | Mar. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
License fees | $ 9,000,000 | |||||||||
Long-term loan facility | 15,000,000 | |||||||||
Revenue from product and license fees | $ 3,670,000 | $ 11,303,000 | $ 8,826,000 | $ 14,519,000 | ||||||
Supply agreement renewal term | 1 year | |||||||||
Nexperia | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Term after notification of epiwafer qualification of a second source | 2 years | |||||||||
License and Service | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Revenue from product and license fees | $ 8,000,000 | |||||||||
Tranche C Loan | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Revolving loan | 10,000,000 | |||||||||
Loan and Security Agreement (LSA) | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Long-term loan facility | 15,000,000 | |||||||||
Revolving loan | $ 10,000,000 | $ 12,000,000 | $ 10,000,000 | |||||||
Interest rate per annum (in percent) | 6% | |||||||||
Repayment of Nexperia debt | $ 5,000,000 | |||||||||
Revenue from product and license fees | $ 5,000,000 | |||||||||
Tranche B-1 Loan | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Long-term loan facility | $ 2,000,000 | |||||||||
Repayment of Nexperia debt | $ 8,000,000 | |||||||||
Tranche B Loan | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Long-term loan facility | $ 8,000,000 | |||||||||
Series 3 Preferred Stock | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Issuance of preferred stock | $ 16,000,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 3,670 | $ 11,303 | $ 8,826 | $ 14,519 |
Commercial product and service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | 3,163 | 2,300 | 7,596 | 4,504 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | 400 | 500 | 1,100 | 1,400 |
Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | 507 | 1,003 | 1,230 | 2,015 |
Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net | $ 0 | $ 8,000 | $ 0 | $ 8,000 |
Concentration of Credit Risk _3
Concentration of Credit Risk and Significant Customers (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
Revenue | Customer A | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue or accounts receivable (in percent) | 73.90% | 10.40% | 62.20% | ||
Revenue | Customer B | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue or accounts receivable (in percent) | 11.20% | 12.30% | 13.90% | ||
Revenue | Customer C | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue or accounts receivable (in percent) | 30.40% | 32.70% | |||
Revenue | Customer D | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue or accounts receivable (in percent) | 29.80% | 16.70% | |||
Accounts Receivable | Customer A | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue or accounts receivable (in percent) | 20.10% | ||||
Accounts Receivable | Customer B | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue or accounts receivable (in percent) | 19.40% | ||||
Accounts Receivable | Customer C | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue or accounts receivable (in percent) | 21.40% | 38.80% | |||
Accounts Receivable | Customer D | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue or accounts receivable (in percent) | 38.50% | ||||
Accounts Receivable | Customer E | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue or accounts receivable (in percent) | 10.40% |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |||||
Raw materials | $ 4,074 | $ 4,074 | $ 2,412 | ||
Work in process | 2,164 | 2,164 | 1,865 | ||
Sub-assembly | 1,961 | 1,961 | 1,677 | ||
Finished goods | 767 | 767 | 376 | ||
Total | 8,966 | 8,966 | $ 6,330 | ||
Inventory write-off | $ 19 | $ 60 | $ 56 | $ 194 |
Investment in Joint Venture - N
Investment in Joint Venture - Narrative (Details) $ in Thousands | 4 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Aug. 01, 2021 JPY (¥) | Jul. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Aug. 01, 2021 USD ($) | Dec. 31, 2020 | Apr. 01, 2020 | |
Variable Interest Entity [Line Items] | |||||||||
Investment in joint venture | $ 414 | $ 143 | $ 143 | ||||||
Term of maximum funding obligations or investment | 3 years | ||||||||
Joint Venture Company In Singapore | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage | 75% | ||||||||
JCP Capital Management | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Term of maximum funding obligations or investment | 3 years | ||||||||
AFSW | GaNovation | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Percentage of voting interest acquired | 100% | ||||||||
Fujitsu Semiconductor Limited | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Purchase of additional interest (in percent) | 51% | ||||||||
Variable Interest Entity, Not Primary Beneficiary | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage in entity | 49% | ||||||||
Gain on termination of JVA and settlement of obligation | $ 1,500 | ||||||||
Maximum funding obligation or investments of reporting entity | $ 12,000 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | April 1, 2022 through March 31, 2023 | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Percentage of funding obligations and losses | 25% | ||||||||
Variable Interest Entity, Not Primary Beneficiary | April 1, 2023 through March 31, 2024 | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Percentage of funding obligations and losses | 32.50% | ||||||||
Variable Interest Entity, Not Primary Beneficiary | AFSW | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Additional financial support provided to investment | $ 3,100 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | GaNovation | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage in entity | 25% | ||||||||
Payment for acquisition | ¥ | ¥ 1 | ||||||||
Additional financial support provided to investment | $ 1,537 | $ 2,036 | |||||||
Variable Interest Entity, Not Primary Beneficiary | AFSW | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Additional financial support provided to investment | $ 2,490 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | AFSW | GaNovation | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Percentage of ownership acquired | 49% | ||||||||
Variable Interest Entity, Primary Beneficiary | JCP Capital Management | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Maximum funding obligation or investments of primary beneficiary | $ 35,000 | ||||||||
Variable Interest Entity, Primary Beneficiary | JCP Capital Management | April 1, 2022 through March 31, 2023 | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Percentage of funding obligations and losses | 75% | ||||||||
Variable Interest Entity, Primary Beneficiary | JCP Capital Management | April 1, 2023 through March 31, 2024 | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Percentage of funding obligations and losses | 67.50% |
Investment in Joint Venture - I
Investment in Joint Venture - Income statement information (Details) - Variable Interest Entity, Not Primary Beneficiary - USD ($) $ in Thousands | 4 Months Ended | 6 Months Ended | 8 Months Ended |
Jul. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | |
AFSW | |||
Summary of Variable Interest Entities [Roll Forward] | |||
Balance at the beginning | $ (1,866) | $ 0 | |
Investment | 2,490 | ||
Loss | (2,078) | ||
Gain | 1,455 | ||
Effect of exchange rate change | (1) | ||
Balance at the end | 0 | ||
GaNovation | |||
Summary of Variable Interest Entities [Roll Forward] | |||
Balance at the beginning | $ 143 | 0 | |
Investment | 1,537 | 2,036 | |
Loss | (1,266) | (1,893) | |
Balance at the end | $ 0 | $ 414 | $ 143 |
Investment in Joint Venture - S
Investment in Joint Venture - Summarized financial information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
Variable Interest Entity [Line Items] | ||||||
Current assets | $ 46,647 | $ 46,647 | $ 44,794 | |||
Variable Interest Entity, Measure of Activity [Abstract] | ||||||
Gross loss | 438 | $ 9,064 | 1,544 | $ 9,713 | ||
Variable Interest Entity, Not Primary Beneficiary | GaNovation | ||||||
Variable Interest Entity [Line Items] | ||||||
Current assets | 2,370 | 2,370 | 4,259 | |||
Long-term assets | 4,994 | 4,994 | 3,690 | |||
Due from Transphorm | 160 | 160 | 0 | |||
Other current liabilities | 5,015 | 5,015 | 3,799 | |||
Due to controlling owner | 12 | 12 | (1) | |||
Net surplus | 2,497 | 2,497 | $ 4,151 | |||
Variable Interest Entity, Measure of Activity [Abstract] | ||||||
Sales | $ 1,500 | 3,211 | 2,265 | 6,032 | 3,695 | |
Gross loss | (1,600) | (2,211) | (2,357) | (4,248) | (4,756) | |
Net loss | $ (2,000) | $ (2,703) | $ (3,196) | $ (5,154) | $ (6,237) |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Apr. 01, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Discount rate on operating leases (in percent) | 6% | 6% | |
Operating lease ROU assets | $ 3,312 | $ 3,312 | $ 3,500 |
Total operating lease liability | $ 3,335 | $ 3,335 | $ 3,500 |
Operating lease, weighted average remaining lease term | 6 years 4 months 24 days | 6 years 4 months 24 days | |
Net lease expense recognized | $ 188 | $ 373 | |
Short-term lease expense | 55 | 127 | |
Cash paid for lease agreements | $ 178 | $ 349 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms | 1 year | 1 year | |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease terms | 8 years | 8 years |
Leases - Schedule of lease asse
Leases - Schedule of lease assets and liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Apr. 01, 2022 |
Leases [Abstract] | ||
Operating lease ROU assets | $ 3,312 | $ 3,500 |
Operating lease liabilities | 532 | |
Operating lease liabilities, net of current portion | 2,803 | |
Total operating lease liability | $ 3,335 | $ 3,500 |
Leases - Schedule of future min
Leases - Schedule of future minimum operating lease commitments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Apr. 01, 2022 |
Leases [Abstract] | ||
2023 | $ 358 | |
2024 | 710 | |
2025 | 674 | |
2026 | 659 | |
2027 | 616 | |
Thereafter | 984 | |
Lease payments | 4,001 | |
Less: interest | (666) | |
Present value of lease liability | $ 3,335 | $ 3,500 |
Debts - Narrative (Details)
Debts - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 19 Months Ended | ||||||||||||||||
Oct. 04, 2021 USD ($) $ / shares shares | Jul. 16, 2021 USD ($) | Feb. 12, 2020 shares $ / shares | Oct. 31, 2021 USD ($) shares | Jul. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jul. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jan. 10, 2022 $ / shares | Oct. 03, 2021 $ / shares | May 18, 2021 USD ($) | Mar. 31, 2021 USD ($) | Apr. 04, 2018 USD ($) | Oct. 31, 2017 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount of development loans outstanding | $ 12,184,000 | $ 12,184,000 | |||||||||||||||||||
Long-term loan facility | $ 15,000,000 | ||||||||||||||||||||
Conversion price per share on convertible note payable (in usd per share) | $ / shares | $ 5.12 | ||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 3.30 | ||||||||||||||||||||
Other income | 375,000 | $ 1,729,000 | 820,000 | $ 1,999,000 | |||||||||||||||||
Changes in fair value of promissory note | 0 | (1,629,000) | 0 | (605,000) | |||||||||||||||||
Interest expense | 184,000 | 220,000 | 366,000 | 424,000 | |||||||||||||||||
2020 Cooperation and Development Agreement | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Term of cooperation and development agreement. | 3 years | ||||||||||||||||||||
2022 Amended Cooperation And Development Agreement, Commitment One | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Revenue recognized for collaboration development activities | $ 2,500,000 | ||||||||||||||||||||
Twenty Twenty Two Amended Cooperation And Development Agreement, Commitment Two | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Revenue recognized for collaboration development activities | 223,000 | $ 172,000 | |||||||||||||||||||
Yaskawa | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Number of collaborative agreement contracts | segment | 2 | 2 | |||||||||||||||||||
Yaskawa | 2020 Cooperation and Development Agreement | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Cooperative and development activities | $ 4,000,000 | ||||||||||||||||||||
Proceeds from collaborators | $ 750,000 | $ 1,000,000 | $ 1,800,000 | ||||||||||||||||||
Revenue recognized for collaboration development activities | $ 375,000 | 375,000 | $ 334,000 | ||||||||||||||||||
Yaskawa | 2022 Amended Cooperation And Development Agreement, Commitment One | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Cooperative and development activities | 2,500,000 | ||||||||||||||||||||
Yaskawa | Twenty Twenty Two Amended Cooperation And Development Agreement, Commitment Two | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Cooperative and development activities | $ 1,500,000 | ||||||||||||||||||||
Period of revenue recognition | 19 months | ||||||||||||||||||||
Yaskawa | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Conversion price per share on convertible note payable (in usd per share) | $ / shares | $ 5 | $ 5.12 | |||||||||||||||||||
Number of shares issued (in shares) | shares | 3,120,000 | ||||||||||||||||||||
Warrant to purchase shares issued, number of shares | $ 650,000 | ||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 6 | ||||||||||||||||||||
Exercisable period of warrants (in years) | 3 years | ||||||||||||||||||||
Loan and Security Agreement (LSA) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount of development loans outstanding | $ 10,000,000 | ||||||||||||||||||||
Long-term loan facility | 15,000,000 | ||||||||||||||||||||
Repayment of Nexperia debt | $ 5,000,000 | ||||||||||||||||||||
Revolving loan | $ 12,000,000 | 10,000,000 | $ 10,000,000 | ||||||||||||||||||
Interest rate per annum (in percent) | 6% | ||||||||||||||||||||
Development Loans Due On June 30, 2021 | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal amount of development loans outstanding | $ 8,000,000 | ||||||||||||||||||||
Repayment of Nexperia debt | $ 8,000,000 | ||||||||||||||||||||
Tranche B-1 Loan | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term loan facility | $ 2,000,000 | ||||||||||||||||||||
Repayment of Nexperia debt | $ 8,000,000 | ||||||||||||||||||||
Tranche B Loan | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term loan facility | $ 8,000,000 | ||||||||||||||||||||
Tranche C Note | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term loan facility | $ 12,000,000 | ||||||||||||||||||||
Interest rate per annum (in percent) | 6% | ||||||||||||||||||||
Interest expense accrued | $ 184,000 | 184,000 | $ 366,000 | 350,000 | |||||||||||||||||
Yaskawa Note | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Interest rate per annum (in percent) | 1% | ||||||||||||||||||||
Unsecured subordinated convertible promissory note | $ 15,600,000 | $ 15,000,000 | |||||||||||||||||||
Maximum number of shares of common stock issuable (in shares) | shares | 3,076,171 | ||||||||||||||||||||
Changes in fair value of promissory note | 1,600,000 | (605,000) | |||||||||||||||||||
Interest expense | $ 36,000 | $ 74,000 | |||||||||||||||||||
Yaskawa Note | Yaskawa | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Principal and unpaid interest of convertible note | $ 15,600,000 | ||||||||||||||||||||
Number of shares issued (in shares) | shares | 3,120,000 | ||||||||||||||||||||
Other income | $ 1,200,000 |
Debts - Maturities schedule (De
Debts - Maturities schedule (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 184 |
2024 | 12,000 |
Total | $ 12,184 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 6 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitment to acquire equipment and services | $ 7,400,000 | |
Cumulative purchases made to date | 7,300,000 | |
Reimbursement received from government agency | 7,300,000 | |
Amount purchased | 50,000 | |
Remaining accounts payable to vendors | 0 | |
Contract for epiwafer technology | $ 900,000 | |
Option in addition to contract for epiwafer technology | $ 500,000 | |
Amounts billed and received on government contracts | $ 327,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||
Jun. 02, 2022 USD ($) $ / shares shares | Jan. 10, 2022 $ / shares shares | Jan. 05, 2022 shares | Dec. 07, 2021 USD ($) $ / shares shares | Nov. 09, 2021 USD ($) $ / shares shares | Oct. 04, 2021 $ / shares shares | Aug. 13, 2021 USD ($) $ / shares shares | Jul. 31, 2022 shares | Oct. 31, 2021 USD ($) shares | Apr. 30, 2021 USD ($) shares | Feb. 28, 2022 shares | Sep. 30, 2022 vote shares | Sep. 30, 2022 USD ($) vote shares | Sep. 30, 2021 USD ($) shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Feb. 10, 2022 $ / shares shares | Nov. 05, 2021 $ / shares shares | Jun. 30, 2021 shares | Mar. 31, 2021 shares | Oct. 31, 2017 USD ($) | |
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold in private placement offering (in shares) | 97,099 | ||||||||||||||||||||
Aggregate gross proceeds from closing of offering | $ | $ 500 | ||||||||||||||||||||
Term of advertising contract | 1 year | ||||||||||||||||||||
Shares withheld to satisfy employee withholding tax obligations (in shares) | 1,568 | 97,249 | |||||||||||||||||||
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||||||||||
Common stock, shares issued (in shares) | 56,626,340 | 56,626,340 | 53,379,307 | ||||||||||||||||||
Common stock, shares outstanding (in shares) | 56,626,340 | 56,626,340 | 53,379,307 | ||||||||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 3.30 | ||||||||||||||||||||
Placement agent fees and closing expenses | $ | $ 280 | $ 0 | |||||||||||||||||||
Number of votes, common stock (per share) | vote | 1 | 1 | |||||||||||||||||||
Issuance of common stock for exercise of warrants (in shares) | 82,500 | 13,028 | |||||||||||||||||||
Common Stock | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Shares withheld to satisfy employee withholding tax obligations (in shares) | 1,568 | 1,568 | |||||||||||||||||||
Common stock, shares outstanding (in shares) | 56,626,340 | 56,626,340 | 41,664,020 | 56,588,042 | 53,379,307 | 40,662,020 | 40,531,996 | ||||||||||||||
Private Placement | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold in private placement offering (in shares) | 1,673,152 | 6,600,000 | 1,000,000 | ||||||||||||||||||
Aggregate gross proceeds from closing of offering | $ | $ 12,900 | $ 33,000 | $ 5,000 | ||||||||||||||||||
Price per share (in usd per share) | $ / shares | $ 7.71 | $ 5 | $ 5 | ||||||||||||||||||
Number of common stock issuable from warrants (in shares) | 209,000 | ||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 6 | ||||||||||||||||||||
Placement agent fees and closing expenses | $ | $ 286 | $ 840 | $ 22 | ||||||||||||||||||
Private Placement | Warrant | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of common stock issuable from warrants (in shares) | 666,668 | 348,649 | 416,667 | 650,000 | 209,000 | 20,233 | 958,334 | ||||||||||||||
Private Placement | Common Stock | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 6 | $ 9.25 | $ 6 | $ 6 | $ 6 | $ 8.48 | $ 6 | ||||||||||||||
Private Placement, Additional Shares Purchased | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold in private placement offering (in shares) | 3,199,999 | ||||||||||||||||||||
Aggregate gross proceeds from closing of offering | $ | $ 16,000 | ||||||||||||||||||||
Price per share (in usd per share) | $ / shares | $ 5 | ||||||||||||||||||||
Number of common stock issuable from warrants (in shares) | 666,668 | ||||||||||||||||||||
Placement agent fees and closing expenses | $ | $ 280 | ||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |||||||||||||||||||
Yaskawa | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued (in shares) | 3,120,000 | ||||||||||||||||||||
Exercise price (in usd per share) | $ / shares | $ 6 | ||||||||||||||||||||
Yaskawa Note | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Unsecured subordinated convertible promissory note | $ | $ 15,600 | $ 15,000 | |||||||||||||||||||
Yaskawa Note | Yaskawa | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued (in shares) | 3,120,000 |
Stockholders' Equity - Reserved
Stockholders' Equity - Reserved common stock (Details) | Sep. 30, 2022 shares |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 12,652,172 |
Warrant | |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 3,323,966 |
Stock options | |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 9,328,206 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | 6 Months Ended | |
Sep. 30, 2022 | Jan. 10, 2022 | |
Class of Stock [Line Items] | ||
Number of shares (in shares) | 3,323,966 | |
Exercise price (in usd per share) | $ 3.30 | |
August 13, 2024 | ||
Class of Stock [Line Items] | ||
Number of shares (in shares) | 209,000 | |
Exercise price (in usd per share) | $ 6 | |
October 4, 2024 | ||
Class of Stock [Line Items] | ||
Number of shares (in shares) | 650,000 | |
Exercise price (in usd per share) | $ 6 | |
Novmeber 5, 2024 | ||
Class of Stock [Line Items] | ||
Number of shares (in shares) | 1,416,669 | |
Exercise price (in usd per share) | $ 6 | |
November 9, 2024 | ||
Class of Stock [Line Items] | ||
Number of shares (in shares) | 625,000 | |
Exercise price (in usd per share) | $ 6 | |
December 7, 2024 | ||
Class of Stock [Line Items] | ||
Number of shares (in shares) | 348,649 | |
Exercise price (in usd per share) | $ 9.25 | |
December 10, 2025 | ||
Class of Stock [Line Items] | ||
Number of shares (in shares) | 20,233 | |
Exercise price (in usd per share) | $ 8.48 | |
December 23. 2025 | ||
Class of Stock [Line Items] | ||
Number of shares (in shares) | 45,000 | |
Exercise price (in usd per share) | $ 3.30 | |
5 years after an initial public offering of the Company | ||
Class of Stock [Line Items] | ||
Number of shares (in shares) | 6,046 | |
Exercise price (in usd per share) | $ 34.74 | |
Expiration date | 5 years | |
5 years after an initial public offering of the Company | ||
Class of Stock [Line Items] | ||
Number of shares (in shares) | 3,369 | |
Exercise price (in usd per share) | $ 54.41 | |
Expiration date | 5 years |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Apr. 01, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued under company plans (in shares) | 3,045,662 | 2,506,531 | 3,045,662 | 2,864,970 | 2,879,008 | 2,462,414 | 2,543,125 | |
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted (in shares) | 164,440 | 35,000 | ||||||
Award vesting period | 4 years | |||||||
Restricted Stock Units (RSUs) | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 25% | |||||||
Award vesting period | 1 year | |||||||
Restricted Stock Units (RSUs) | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
The 2020 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized by 2020 plan (in shares) | 5,050,000 | 5,050,000 | ||||||
Percentage of outstanding shares (in percent) | 5% | 5% | ||||||
Additional shares authorized (in shares) | 2,668,965 | |||||||
Shares issued under company plans (in shares) | 3,045,662 | 3,045,662 | ||||||
Number of shares available for grant (in shares) | 5,254,790 | 5,254,790 | ||||||
The 2020 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity awards outstanding under The 2020 Plan (in shares) | 1,027,754 | 1,027,754 | ||||||
The 2020 Equity Incentive Plan | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options authorized (in shares) | 2,461,923 | |||||||
Annual increase in shares available for issue (in shares) | 5,000,000 | |||||||
Transphorm Technology 2007 Stock Plan and 2015 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized by 2020 plan (in shares) | 2,588,077 | 2,588,077 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||
Beginning balance, Options outstanding (in shares) | 2,864,970 | 2,879,008 | 2,462,414 | 2,543,125 | 2,879,008 | 2,543,125 | 2,543,125 | |
Options granted (in shares) | 193,909 | 55,000 | 193,909 | 55,000 | ||||
Options exercised (in shares) | (9,061) | 0 | (13,422) | (31,925) | ||||
Options canceled (in shares) | (4,156) | (10,883) | (13,833) | (59,669) | ||||
Ending balance, Options outstanding (in shares) | 3,045,662 | 2,864,970 | 2,506,531 | 2,462,414 | 3,045,662 | 2,506,531 | 2,879,008 | 2,543,125 |
Exercisable at period end (in shares) | 2,267,923 | 2,224,110 | 2,267,923 | 2,224,110 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||
Beginning of period (in usd per share) | $ 4.87 | $ 4.88 | $ 4.79 | $ 4.82 | $ 4.88 | $ 4.82 | $ 4.82 | |
Options granted (in usd per share) | 5.24 | 4.50 | 5.24 | 4.50 | ||||
Options exercised (in usd per share) | 4.04 | 0 | 4.18 | 4.21 | ||||
Options canceled (in usd per share) | 6.87 | 6.47 | 7.52 | 6.78 | ||||
End of period (in usd per share) | 4.89 | $ 4.87 | 4.77 | $ 4.79 | 4.89 | 4.77 | $ 4.88 | $ 4.82 |
Exercisable at end of period (in usd per share) | $ 4.45 | $ 4.64 | $ 4.45 | $ 4.64 | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Weighted Average Remaining Contractual Term [Abstract] | ||||||||
Options outstanding, weighted average remaining contractual term (in years) | 5 years 9 months 18 days | 5 years 9 months 7 days | 5 years 8 months 1 day | 5 years 9 months 25 days | 5 years 9 months 18 days | 5 years 8 months 1 day | 6 years 7 days | 6 years 18 days |
Options exercisable, weighted average remaining contractual term (in years) | 4 years 7 months 17 days | 5 years 2 months 8 days | 4 years 7 months 17 days | 5 years 2 months 8 days | ||||
Aggregate Intrinsic Value (in thousands) | ||||||||
Options outstanding, aggregate intrinsic value | $ 1,783 | $ 113 | $ 590 | $ 720 | $ 1,783 | $ 590 | $ 6,747 | $ 0 |
Options exercisable, aggregate intrinsic value | $ 1,655 | $ 569 | $ 1,655 | $ 569 | ||||
Intrinsic value (in usd per share) | $ 5.03 | $ 4.52 | $ 5.03 | $ 4.52 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value assumptions (Details) - Stock options - $ / shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average expected life (in years) | 5 years 9 months 25 days | 6 years 1 month 9 days | 5 years 9 months 25 days | 6 years 1 month 9 days |
Risk-free interest rate, minimum | 3.12% | 3.12% | ||
Risk-free interest rate, maximum | 3.83% | 3.83% | ||
Risk-free interest rate | 1.08% | 1.08% | ||
Expected volatility, minimum (in percent) | 42.49% | 42.49% | ||
Expected volatility, maximum (in percent) | 46.65% | 46.65% | ||
Expected volatility (in percent) | 43.79% | 43.79% | ||
Grant date fair market value (in usd per share) | $ 5.24 | $ 4.50 | $ 5.24 | $ 4.50 |
Grant date fair value (in usd per share) | $ 1.94 | $ 1.94 | ||
Dividend yield (in percent) | 0% | 0% | 0% | 0% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant date fair value (in usd per share) | $ 2.37 | $ 2.37 | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant date fair value (in usd per share) | $ 3.01 | $ 3.01 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted stock (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Restricted stock canceled (in shares) | (44,806) | (3,400) | (56,281) | (15,760) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Restricted stock canceled (in usd per share) | $ 3.99 | $ 3.93 | $ 3.98 | $ 3.98 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Restricted stock at beginning of period (in shares) | 938,925 | 922,037 | 954,775 | 935,397 |
Restricted stock granted (in shares) | 164,440 | 35,000 | 164,440 | 35,000 |
Restricted stock vested (in shares) | (30,805) | (2,000) | (35,180) | (3,000) |
Restricted stock at end of period (in shares) | 1,027,754 | 951,637 | 1,027,754 | 951,637 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Restricted stock at beginning of period (in usd per share) | $ 4.82 | $ 3.96 | $ 4.61 | $ 3.96 |
Restricted stock granted (in usd per share) | 5.24 | 3.75 | 5.24 | 3.75 |
Restricted stock vested (in usd per share) | 4.40 | 3.75 | 4.31 | 3.75 |
Restricted stock at end of period (in usd per share) | $ 4.96 | $ 3.96 | $ 4.96 | $ 3.96 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based payment arrangement, expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | $ 636 | $ 511 | $ 1,219 | $ 1,008 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 53 | 39 | 92 | 66 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | (46) | 111 | (45) | 238 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | 82 | 35 | 109 | 71 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation expense | $ 547 | $ 326 | $ 1,063 | $ 633 |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized stock-based compensation (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | $ 3,857 | $ 2,170 |
Average Expected Recognition Period (in years) | 1 year 5 months 4 days | 1 year 9 months 7 days |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options | $ 1,583 | $ 339 |
Average Expected Recognition Period (in years) | 1 year 3 months | 4 years 4 months 6 days |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock | $ 2,274 | $ 1,831 |
Average Expected Recognition Period (in years) | 1 year 6 months 14 days | 1 year 6 months |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in level 3 inputs (Details) - Yaskawa Note - Yaskawa - Fair Value, Inputs, Level 3 $ in Thousands | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | $ 16,128 |
Interest expense accrued | 77 |
Decrease in fair value | (605) |
Conversion | (15,600) |
Fair value at period end | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 04, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Interest expense | $ 184 | $ 220 | $ 366 | $ 424 | |
Changes in fair value of promissory note | $ 0 | (1,629) | $ 0 | (605) | |
Yaskawa Note | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Interest expense | 36 | 74 | |||
Changes in fair value of promissory note | $ 1,600 | $ (605) | |||
Yaskawa Note | Yaskawa | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Principal and unpaid interest of convertible note | $ 15,600 | ||||
Principal amount of long term loan facility | 15,000 | ||||
Accrued interest on promissory note | $ 600 | ||||
Number of common stock shares converted per preferred share (in shares) | 3,120,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | |
Related Party Transaction | |||||
Accounts receivable due from related party | $ 1,400 | $ 1,400 | $ 14,100 | ||
Corporate Joint Venture | |||||
Related Party Transaction | |||||
Revenue from related parties | 1,100 | 1,500 | |||
Accounts receivable due from related party | 660 | 660 | 13,500 | ||
Corporate Joint Venture | Related Party Services | |||||
Related Party Transaction | |||||
Related party transaction expenses | 867 | $ 875 | 1,700 | $ 1,500 | |
Corporate Joint Venture | Research and development | |||||
Related Party Transaction | |||||
Related party transaction expenses | 90 | 74 | 188 | 299 | |
Corporate Joint Venture | Purchase of Inventory | |||||
Related Party Transaction | |||||
Related party transaction expenses | 69 | 70 | 249 | 70 | |
Corporate Joint Venture | Consumption Tax | |||||
Related Party Transaction | |||||
Related party transaction expenses | 77 | 37 | 219 | 37 | |
Corporate Joint Venture | Commitment For Services | |||||
Related Party Transaction | |||||
Related party transaction expenses | 43 | 81 | 90 | 97 | |
Corporate Joint Venture | Other Income | |||||
Related Party Transaction | |||||
Gain on termination of JVA and settlement of obligation | 1,500 | 1,500 | |||
Yaskawa | Sale of Products | |||||
Related Party Transaction | |||||
Revenue from related parties | 223 | 375 | 770 | 709 | |
Common Stockholder | |||||
Related Party Transaction | |||||
Accounts receivable due from related party | 5 | ||||
Common Stockholder | Sale of Products | |||||
Related Party Transaction | |||||
Revenue from related parties | 77 | 308 | 856 | 506 | |
Common Stockholder | Service Fee Income | |||||
Related Party Transaction | |||||
Revenue from related parties | 35 | 66 | |||
Common Stockholder | License Maintenance Fee | |||||
Related Party Transaction | |||||
Reduction in license maintenance fees | 38 | 38 | 75 | 75 | |
Common Stockholder | Interest Expense | |||||
Related Party Transaction | |||||
Related party transaction expenses | 184 | 184 | 366 | 350 | |
Common Stockholder | License Fee Income | |||||
Related Party Transaction | |||||
Revenue from related parties | 8,000 | 8,500 | |||
Stockholder and Noteholder | |||||
Related Party Transaction | |||||
Accounts receivable due from related party | 125 | 125 | 503 | ||
Noncontrolling Common Stockholder | |||||
Related Party Transaction | |||||
Accounts payable to related party | 827 | 827 | 370 | ||
Accrued royalties | 4 | ||||
Noncontrolling Common Stockholder | Nexperia | |||||
Related Party Transaction | |||||
Accounts payable to related party | $ 565 | $ 565 | $ 11 | ||
Noncontrolling Common Stockholder | Sale of Products | |||||
Related Party Transaction | |||||
Revenue from related parties | 2 | 19 | |||
Noncontrolling Common Stockholder | License Maintenance Fee | |||||
Related Party Transaction | |||||
Related party transaction expenses | 61 | 111 | |||
Noncontrolling Common Stockholder | Consulting Fee | |||||
Related Party Transaction | |||||
Related party transaction expenses | 171 | 176 | |||
GaNovation | |||||
Related Party Transaction | |||||
Revenue from related parties | $ 145 | $ 154 |