Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2018 | Jan. 31, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | GSI TECHNOLOGY INC | |
Entity Central Index Key | 1,126,741 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 22,044,083 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,019 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 40,529 | $ 40,241 |
Short-term investments | 16,557 | 18,124 |
Accounts receivable, net | 8,160 | 5,279 |
Inventories | 5,949 | 5,547 |
Prepaid expenses and other current assets | 2,558 | 2,080 |
Total current assets | 73,753 | 71,271 |
Property and equipment, net | 9,184 | 8,172 |
Long-term investments | 10,183 | 7,923 |
Goodwill | 7,978 | 7,978 |
Intangible assets, net | 2,781 | 2,989 |
Other assets | 198 | 1,207 |
Total assets | 104,077 | 99,540 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 2,348 | 1,841 |
Accrued expenses and other liabilities | 5,865 | 5,563 |
Total current liabilities | 8,213 | 7,404 |
Income taxes payable | 631 | 619 |
Other accrued expenses | 4,026 | 4,702 |
Total liabilities | 12,870 | 12,725 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Preferred stock: $0.001 par value authorized: 5,000,000 shares; issued and outstanding: none | ||
Common Stock: $0.001 par value authorized: 150,000,000 shares; issued and outstanding: 21,992,084 and 21,407,247 shares, respectively | 22 | 21 |
Additional paid-in capital | 31,483 | 27,391 |
Accumulated other comprehensive loss | (108) | (142) |
Retained earnings | 59,810 | 59,545 |
Total stockholders' equity | 91,207 | 86,815 |
Total liabilities and stockholders' equity | $ 104,077 | $ 99,540 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Mar. 31, 2018 |
Stockholders' Equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 21,992,084 | 21,407,247 |
Common stock, shares outstanding | 21,992,084 | 21,407,247 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement | ||||
Net revenues | $ 14,702 | $ 11,118 | $ 38,800 | $ 31,452 |
Cost of revenues | 4,663 | 5,443 | 14,942 | 15,315 |
Gross profit | 10,039 | 5,675 | 23,858 | 16,137 |
Operating expenses: | ||||
Research and development | 5,171 | 4,231 | 15,773 | 12,726 |
Selling, general and administrative | 2,632 | 2,481 | 7,902 | 7,771 |
Total operating expenses | 7,803 | 6,712 | 23,675 | 20,497 |
Income (loss) from operations | 2,236 | (1,037) | 183 | (4,360) |
Interest income, net | 195 | 113 | 488 | 309 |
Other expense, net | (99) | (14) | (224) | (9) |
Income (loss) before income taxes | 2,332 | (938) | 447 | (4,060) |
Provision for income taxes | 70 | 590 | 182 | 720 |
Net income (loss) | $ 2,262 | $ (1,528) | $ 265 | $ (4,780) |
Net income (loss) per share: | ||||
Basic | $ 0.10 | $ (0.07) | $ 0.01 | $ (0.23) |
Diluted | $ 0.10 | $ (0.07) | $ 0.01 | $ (0.23) |
Weighted average shares used in per share calculations: | ||||
Basic | 21,979 | 21,165 | 21,798 | 21,003 |
Diluted | 22,769 | 21,165 | 23,139 | 21,003 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Consolidated Statements Of Comprehensive Income (Loss) | ||||
Net Income (loss) | $ 2,262 | $ (1,528) | $ 265 | $ (4,780) |
Net unrealized gain (loss) on available-for-sale investments | 18 | (48) | 34 | (48) |
Total comprehensive income (loss) | $ 2,280 | $ (1,576) | $ 299 | $ (4,828) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 265 | $ (4,780) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Allowance for sales returns, doubtful accounts and other | 40 | (22) |
Provision for excess and obsolete inventories | 874 | 1,166 |
Depreciation and amortization | 1,073 | 948 |
Stock-based compensation | 1,686 | 1,521 |
Amortization of premium (discount) on investments | (25) | 69 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,921) | 826 |
Inventory | (1,276) | 1,250 |
Prepaid expenses and other assets | (219) | 115 |
Accounts payable | 532 | (119) |
Accrued expenses and other liabilities | 768 | (1,579) |
Net cash provided by (used in) operating activities | 797 | (605) |
Cash flows from investing activities: | ||
Purchase of investments | (16,057) | (6,748) |
Maturities of short-term investments | 15,423 | 10,500 |
Decrease in MikaMonu escrow deposit | 750 | 1,222 |
Purchases of property and equipment | (1,948) | (436) |
Net cash provided by (used in) investing activities | (1,832) | 4,538 |
Cash flows from financing activities: | ||
Payment of MikaMonu escrow deposit | (364) | (850) |
Payment of contingent consideration | (720) | |
Repurchase of common stock | (102) | |
Proceeds from issuance of common stock under employee stock plans | 2,509 | 2,921 |
Net cash provided by financing activities | 1,323 | 2,071 |
Net increase in cash and cash equivalents | 288 | 6,004 |
Cash and cash equivalents at beginning of the period | 40,241 | 33,736 |
Cash and cash equivalents at end of the period | 40,529 | 39,740 |
Non-cash financing activities: | ||
Purchases of property and equipment through accounts payable and accruals | 34 | 256 |
Supplemental cash flow information: | ||
Net cash paid for income taxes | $ 11 | $ 42 |
1. THE COMPANY AND SUMMARY OF S
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2018 | |
The Company And Summary Of Significant Accounting Policies | |
NOTE 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements of GSI Technology, Inc. and its subsidiaries (“GSI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These interim financial statements contain all adjustments (which consist of only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the interim financial information included therein. The Company believes that the disclosures are adequate to make the information not misleading. However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018. The consolidated results of operations for the nine months ended December 31, 2018 are not necessarily indicative of the results to be expected for the entire fiscal year. Significant accounting policies Except for the accounting policy for revenue recognition, which was updated as a result of adopting a new accounting standard related to revenue recognition, there have been no material changes to our significant accounting policies that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018. See “Recent accounting pronouncements” below for additional information on the impact of the adoption of the new accounting standard for revenue recognition on the Company’s consolidated financial statements. Recent accounting pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The standard amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company does not anticipate the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification” , amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company anticipates its first presentation of changes in shareholders' equity will be included in its Form 10-Q for the quarter ended June 30, 2019. In January 2017, the FASB issued ASU No. 2017-04, " Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The standard eliminates the second step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company does not anticipate the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash” . ASU 2016-18 requires entities to include in their cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. As a result, companies will no longer present transfers between cash and cash equivalents, and restricted cash and restricted cash equivalents in the statement of cash flows. The Company adopted ASU 2016-18 in the quarter ended June 30, 2018. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements . In June 2016, the FASB issued ASU 2016-13 , “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted beginning April 1, 2019. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) .” The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, “ Elements of Financial Statements ,” and, therefore, recognition of those lease assets and lease liabilities represents a change of previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. Although the Company is currently evaluating the impact the pronouncement will have on its consolidated financial statements and related disclosures, the Company expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon adoption. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The accounting standard update also updates certain presentation and disclosure requirements. The Company adopted ASU 2016-01 in the quarter ended June 30, 2018. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606 )" and has subsequently issued several supplemental and/or clarifying ASUs (collectively, "ASC 606"). The new accounting standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The new standard requires a company to recognize revenue as control of goods or services transfers to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. It defines a five-step approach for recognizing revenue, which may require a company to use more judgment and make more estimates than under the current standard. The Company adopted ASC 606 on April 1, 2018 using the modified retrospective transition method. The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. The adoption of ASC 606 was applied to all contracts and did not have a significant impact on the Company’s retained earnings as the timing of Company’s revenue recognition under the new standard coincides with the way the Company previously recognized revenue. There was no impact on the opening retained earnings balance as of April 1, 2018 due to the adoption of ASC 606. The majority of the Company’s customer contracts, which may be in the form of purchase orders, contracts or purchase agreements, contain performance obligations for delivery of agreed upon products. Delivery of all performance obligations contained within a contract with a customer typically occurs at the same time (or within the same accounting period). Transfer of control typically occurs at the time of shipment or at the time the product is pulled from consignment as that is the point at which delivery has occurred, title and the risks and rewards of ownership have passed to the customer, and the Company has a right to payment. Thus, the Company will generally recognize revenue upon shipment of the product. Because all of the Company’s performance obligations relate to contracts with a duration of less than one year, the Company elected to apply the optional exemption practical expedient provided in ASC 606 and, therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The Company adjusts the transaction price for variable consideration. Variable consideration is not typically significant and primarily results from stock rotation rights and quick pay discounts provided to our distributors. As a practical expedient, the Company is recognizing the incremental costs of obtaining a contract, specifically commission expenses that have a period of benefit of less than twelve months, as an expense when incurred. Additionally, the Company has adopted an accounting policy to recognize shipping costs that occur after control transfers to the customer as a fulfillment activity. The Company’s contracts with customers do not typically include extended payment terms. Payment terms vary by contract type and type of customer and generally range from 30 to 60 days from shipment. Additionally, the Company has right to payment upon shipment. The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with product sales. The impact of such taxes on products sales is immaterial. The Company has also elected to recognize the cost for freight and shipping when control over the products sold passes to customers and revenue is recognized. The Company warrants its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of revenues. Warranty costs and the accrued warranty liability were not material as of December 31, 2018. The majority of the Company’s revenue is derived from sales of SRAM products which represent approximately 99% of total revenues in the nine months ended December 31, 2018. The majority of the Company’s revenue is derived from sales to distributors and contract manufacturers which represented approximately 57% and 42% of net revenue, respectively, for the nine months ended December 31, 2018. Nokia, the Company’s largest customer, purchases products directly from the Company and through contract manufacturers and distributors. Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 46% of the Company’s net revenues in the nine months ended December 31, 2018. The Company historically deferred recognition of revenue on shipments to its distributors under prior revenue guidance because it lacked fixed and determinable pricing for contracts in which the distributors had rights to price concessions from the Company upon shipment to the distributors’ customers. During fiscal 2018, the Company revised all of its distribution agreements to eliminate the uncertainty in pricing, allowing the Company to recognize revenue at the time of shipment to the distributors. As a result, the implementation of the new revenue guidance did not have a significant impact on the Company’s consolidated financial statements. See “Note 9 - Segment and Geographic Information” for revenue by shipment destination. |
2. NET INCOME (LOSS) PER COMMON
2. NET INCOME (LOSS) PER COMMON SHARE | 9 Months Ended |
Dec. 31, 2018 | |
NET INCOME (LOSS) PER COMMON SHARE | |
NOTE 2 - NET INCOME (LOSS) PER COMMON SHARE | NOTE 2—NET INCOME (LOSS) PER COMMON SHARE The Company uses the treasury stock method to calculate the weighted average shares used in computing diluted net income (loss) per share. The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 (In thousands, except per share amounts) Net income (loss) $ 2,262 $ (1,528) $ 265 $ (4,780) Denominators: Weighted average shares—Basic 21,979 21,165 21,798 21,003 Dilutive effect of employee stock options 784 — 1,335 — Dilutive effect of employee stock purchase plan options 6 — 6 — Weighted average shares—Dilutive 22,769 21,165 23,139 21,003 Net income (loss) per common share—Basic $ 0.10 $ (0.07) $ 0.01 $ (0.23) Net income (loss) per common share—Diluted $ 0.10 $ (0.07) $ 0.01 $ (0.23) The following shares of common stock underlying outstanding stock options, determined on a weighted average basis, were excluded from the computation of diluted net income (loss) per share as they had an anti-dilutive effect: Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 (In thousands) Shares underlying options and ESPP shares 3,961 2,969 2,470 2,785 |
3. BALANCE SHEET DETAIL
3. BALANCE SHEET DETAIL | 9 Months Ended |
Dec. 31, 2018 | |
BALANCE SHEET DETAIL | |
NOTE 3 - BALANCE SHEET DETAIL | NOTE 3—BALANCE SHEET DETAIL December 31, 2018 March 31, 2018 (In thousands) Inventories: Work-in-progress $ 2,470 $ 2,226 Finished goods 3,479 3,321 $ 5,949 $ 5,547 December 31, 2018 March 31, 2018 (In thousands) Accounts receivable, net: Accounts receivable $ 8,263 $ 5,342 Less: Allowances for sales returns, doubtful accounts and other (103) (63) $ 8,160 $ 5,279 December 31, 2018 March 31, 2018 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ 705 $ 163 Escrow deposit 1,000 750 Other receivables 407 370 Other prepaid expenses and other current assets 446 797 $ 2,558 $ 2,080 December 31, 2018 March 31, 2018 (In thousands) Property and equipment, net: Computer and other equipment $ 18,990 $ 17,845 Software 4,057 4,072 Land 3,900 3,900 Building and building improvements 3,691 2,310 Furniture and fixtures 102 82 Leasehold improvements 832 766 Construction in progress — 965 31,572 29,940 Less: Accumulated depreciation (22,388) (21,768) $ 9,184 $ 8,172 Depreciation expense was $317,000 and $245,000 for the three months ended December 31, 2018 and 2017, respectively, and $865,000 and $714,000 for the nine months ended December 31, 2018 and 2017, respectively. The construction in progress related primarily to a facility expansion at our Sunnyvale headquarters and was placed in service in fiscal 2019. December 31, 2018 March 31, 2018 (In thousands) Other assets: Escrow deposit $ — $ 1,000 Non-current deferred income taxes 75 75 Deposits 123 132 $ 198 $ 1,207 The escrow deposit at March 31, 2018 included approximately $1.0 million placed in escrow in connection with the Company’s acquisition of MikaMonu Group Ltd. (“MikaMonu”) on November 23, 2015. During the quarter ended December 31, 2018, $1.0 million was reclassified to current assets. The following tables summarize the components of intangible assets and related accumulated amortization balances at December 31, 2018 and March 31, 2018 (in thousands): As of December 31, 2018 Gross Accumulated Net Carrying Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (1,439) 2,781 Software 80 (80) — Total $ 4,890 $ (2,109) $ 2,781 As of March 31, 2018 Gross Accumulated Net Carrying Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (1,231) 2,989 Software 80 (80) — Total $ 4,890 $ (1,901) $ 2,989 Amortization of intangible assets included in cost of revenues was $58,000 and $78,000 for the three months ended December 31, 2018 and 2017, respectively, and $208,000 and $235,000 for the nine months ended December 31, 2018 and 2017, respectively. As of December 31, 2018, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Fiscal year ending March 31, 2019 (remaining three months) $ 59 2020 233 2021 233 2022 233 2023 233 Thereafter 1,790 Total $ 2,781 December 31, 2018 March 31, 2018 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ 3,530 $ 2,786 Accrued professional fees 31 31 Accrued commissions 326 299 Contingent consideration 470 1,102 Accrued retention payment 384 291 Miscellaneous accrued expenses 1,124 1,054 $ 5,865 $ 5,563 December 31, 2018 March 31, 2018 (In thousands) Other accrued expenses: Contingent consideration $ 4,026 $ 4,411 Other long-term accrued liabilities — 291 $ 4,026 $ 4,702 |
4. GOODWILL
4. GOODWILL | 9 Months Ended |
Dec. 31, 2018 | |
GOODWILL | |
NOTE 4 - GOODWILL | NOTE 4—GOODWILL Goodwill represents the difference between the purchase price and the estimated fair value of the identifiable assets acquired and liabilities assumed in a business combination. The Company tests for goodwill impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired. The Company has one reporting unit. The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year. The Company had a goodwill balance of $8.0 million as of both March 31, 2018 and December 31, 2018. The goodwill resulted from the acquisition of MikaMonu Group Ltd. in fiscal 2016. The Company utilized a two-step quantitative analysis to complete its annual impairment test during the fourth quarter of fiscal 2018 and concluded that there was no impairment, as the fair value of its sole reporting unit exceeded its carrying value. The Company determined that the second step of the impairment test was not necessary. No triggering event took place subsequent to the fiscal 2018 annual assessment that necessitated a quantitative impairment analysis for the Company’s one reporting unit. |
5. INCOME TAXES
5. INCOME TAXES | 9 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
NOTE 5 - INCOME TAXES | NOTE 5—INCOME TAXES The current portion of the Company’s unrecognized tax benefits was $0 at both December 31, 2018 and March 31, 2018. The long-term portion at December 31, 2018 and March 31, 2018 was $631,000 and $619,000, respectively, of which the timing of the resolution is uncertain. As of December 31, 2018, $2.4 million of unrecognized tax benefits had been recorded as a reduction to net deferred tax assets. As of December 31, 2018, the Company’s net deferred tax assets of $6.7 million were subject to a valuation allowance of $6.6 million. As of March 31, 2018, the Company’s net deferred tax assets of $6.0 million were subject to a valuation allowance of $5.9 million. On December 22, 2017, the “Tax Cuts and Jobs Act” ("H.R. 1") was signed into law, significantly impacting several sections of the Internal Revenue Code. Following the enactment of H.R. 1, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the law. SAB 118 provides a measurement period that should not extend beyond one year from the enactment date of H.R. 1 for companies to complete the accounting under ASC 740. In accordance with SAB 118, the Company must reflect the income tax effects of those aspects of H.R. 1 for which the accounting under ASC 740 is complete. To the extent that the Company’s accounting for certain income tax effects of H.R. 1 is incomplete but the Company is able to determine a reasonable estimate, the Company must record a provisional estimate in the financial statements. If the Company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax law that were in effect immediately before the enactment of H.R 1. H.R. 1 includes significant changes to the U.S. corporate income tax system, including a permanent reduction in the corporate income tax rate from 35% to 21%, limitations on the deductibility of interest expense and executive compensation and the transition of U.S. international taxation from a worldwide tax system to a territorial tax system. W e re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. The re-measurement of our deferred tax balance of $1.1 million was offset by application of our valuation allowance. We calculated our best estimate of the impact of H.R. 1 in the fiscal 2018 year-end income tax provision, including the impact of the one-time transition tax, in accordance with our understanding of H.R. 1 and guidance available as of the date of this filing and recorded a tax expense of $367,000 in the year ended March 31, 2018 related to the transition tax associated with deemed repatriation of foreign earnings. Pursuant to Staff Accounting Bulletin No. 118, adjustments to the provisional amounts recorded by the Company that are identified within a subsequent measurement period of up to one year from the enactment date will be included as an adjustment to tax expense from continuing operations in the period the amounts are determined. During the quarter ended December 31, 2018, the Company completed its assessment of the impact of H.R. 1 and recorded an immaterial additional liability that is included in Income Taxes Payable in the Condensed Consolidated Balance Sheet as of December 31, 2018. H.R. 1 subjects a U.S. shareholder to tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. The Company has elected to treat GILTI book-tax differences as a period cost. In addition, the Company has elected to use the incremental cash tax savings approach (with and without method) in determining its U.S. valuation allowance. At December 31, 2018, the Company has estimated the impact of the GILTI income inclusion as part of the Company’s estimate of its fiscal 2019 income taxes. Due to the Company’s valuation allowance in the United States, it is projected that there will be no net income tax effect related to GILTI in the Company’s fiscal year ending March 31, 2019. Management believes that within the next twelve months the Company will not have a significant reduction in uncertain tax benefits, including interest and penalties, related to positions taken with respect to credits and loss carryforwards on previously filed tax returns. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Condensed Consolidated Statements of Operations. The Company is subject to taxation in the United States and various state and foreign jurisdictions. Fiscal years 2013 through 2018 remain open to examination by federal tax authorities, and fiscal years 2011 through 2018 remain open to examination by California tax authorities. The Company’s estimated annual effective income tax rate was approximately (22.6%) and (13.7%) as of December 31, 2018 and 2017, respectively. The annual effective tax rates as of December 31, 2018 and 2017 vary from the United States statutory income tax rate primarily due to valuation allowances in the United States, whereby pre-tax losses do not result in the recognition of corresponding income tax benefits and expenses, the foreign tax differential, and the impact of recent tax reform. |
6. FINANCIAL INSTRUMENTS
6. FINANCIAL INSTRUMENTS | 9 Months Ended |
Dec. 31, 2018 | |
FINANCIAL INSTRUMENTS | |
NOTE 6 - FINANCIAL INSTRUMENTS | NOTE 6—FINANCIAL INSTRUMENTS Fair value measurements Authoritative accounting guidance for fair value measurements provides a framework for measuring fair value and related disclosures. The guidance applies to all financial assets and financial liabilities that are measured on a recurring basis. The guidance requires fair value measurement to be classified and disclosed in one of the following three categories: Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities. The fair value of available-for-sale securities included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market. As of December 31, 2018, the Level 1 category included money market funds of $5.5 million, which were included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. Level 2: Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. The fair value of available-for-sale securities included in the Level 2 category is based on the market values obtained from an independent pricing service that were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well-established independent pricing vendors and broker-dealers. As of December 31, 2018, the Level 2 category included short-term investments $16.6 million and long-term investments of $10.2 million, which were comprised of certificates of deposit, government and agency securities. Level 3: Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing. As of December 31, 2018, the Company’s Level 3 financial instruments measured at fair value on the Condensed Consolidated Balance Sheets consisted of the contingent consideration liability related to the acquisition of MikaMonu. The fair value of the contingent consideration liability was initially determined as of the acquisition date using unobservable inputs. These inputs include the estimated amount and timing of future cash flows, the probability of success (achievement of the various contingent events) and a risk-adjusted discount rate of approximately 14.8% used to adjust the probability-weighted cash flows to their present value. Subsequent to the acquisition date, at each reporting period, the contingent consideration liability is re-measured to fair value with changes recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. The fair value of financial assets measured on a recurring basis is as follows (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs December 31, 2018 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 5,468 $ 5,468 $ — $ — Marketable securities 26,740 — 26,740 — Total $ 32,208 $ 5,468 $ 26,740 $ — Liabilities: Contingent consideration $ 4,496 $ — $ — $ 4,496 Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs March 31, 2018 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 6,788 $ 6,788 $ — $ — Marketable securities 26,047 — 26,047 — Total $ 32,835 $ 6,788 $ 26,047 $ — Liabilities: Contingent consideration $ 5,514 $ — $ — $ 5,514 The following table sets forth the changes in fair value of contingent consideration for the nine months ended December 31, 2018 and December 31, 2017: Nine Months Ended December 31, 2018 2017 Contingent consideration, beginning of period $ 5,514 $ 6,200 Change due to accretion 111 120 Payment of contingent consideration (1,129) (371) Contingent consideration, end of period $ 4,496 $ 5,949 Short-term and long-term investments All of the Company’s short-term and long-term investments are classified as available-for-sale. Available-for-sale debt securities with maturities greater than twelve months are classified as long-term investments when they are not intended for use in current operations. Investments in available-for-sale securities are reported at fair value with unrecognized gains (losses), net of tax, as a component of accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets. The Company had money market funds of $5.5 million and $6.8 million at December 31, 2018 and March 31, 2018, respectively, included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when declines are determined to be other-than-temporary. The following table summarizes the Company’s available-for-sale investments: December 31, 2018 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 13,750 $ — $ (48) $ 13,702 Foreign government obligations 2,861 — (6) 2,855 Total short-term investments $ 16,611 $ — $ (54) $ 16,557 Long-term investments: Certificates of deposit $ 7,250 $ — $ (35) $ 7,215 Agency bonds 2,963 8 (3) 2,968 Total long-term investments $ 10,213 $ 8 $ (38) $ 10,183 March 31, 2018 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Agency bonds $ 3,996 $ — $ (1) $ 3,995 Foreign government obligations 5,428 — (21) 5,407 Certificates of deposit 8,750 — (28) 8,722 Total short-term investments $ 18,174 $ — $ (50) $ 18,124 Long-term investments: Certificates of deposit $ 8,000 $ — $ (77) $ 7,923 Total long-term investments $ 8,000 $ — $ (77) $ 7,923 The Company’s investment portfolio consists of both corporate and governmental securities that have a maximum maturity of three years. All unrealized gains and losses are due to changes in interest rates and bond yields. Subject to normal credit risks, the Company has the ability to realize the full value of all these investments upon maturity. The deferred tax asset related to unrecognized gains and losses on short-term and long-term investments was $19,000 and $29,000 at December 31, 2018 and March 31, 2018, respectively. As of December 31, 2018, contractual maturities of the Company’s available-for-sale investments were as follows: Fair Cost Value (In thousands) Maturing within one year $ 16,611 $ 16,557 Maturing in one to three years 10,213 10,183 $ 26,824 $ 26,740 The Company classifies its short-term investments as “available-for-sale” as they are intended to be available for use in current operations. |
7. COMMITMENTS AND CONTINGENCIE
7. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | NOTE 7—COMMITMENTS AND CONTINGENCIES Indemnification obligations The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the Company, under which the Company agrees to hold the other party harmless against losses arising from a breach of representations and covenants related to such matters as title to assets sold and certain intellectual property rights. In each of these circumstances, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by it under these agreements. It is not possible to predict the maximum potential amount of future payments that may be required under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on its business, financial condition, cash flows or results of operations. Product warranties The Company warrants its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of revenues. Warranty costs and the accrued warranty liability were not material as of December 31, 2018 and March 31, 2018 and for the three months and nine months ended December 31, 2018 or 2017. |
8. STOCK-BASED COMPENSATION
8. STOCK-BASED COMPENSATION | 9 Months Ended |
Dec. 31, 2018 | |
STOCK-BASED COMPENSATION | |
NOTE 8 - STOCK-BASED COMPENSATION | NOTE 8—STOCK-BASED COMPENSATION As of December 31, 2018, 3,532,483 shares of common stock were available for grant under the Company’s 2016 Equity Incentive Plan. The following table summarizes the Company’s stock option activities for the nine months ended December 31, 2018: Weighted Number of Shares Average Weighted Shares Underlying Remaining Average Available for Options Contractual Exercise Intrinsic Grant Outstanding Life (Years) Price Value Balance at March 31, 2018 4,444,301 7,874,267 $ 5.45 Granted (977,783) 977,783 $ 6.60 Exercised — (495,183) $ 3.83 $ 1,614,452 Forfeited 65,965 (108,550) $ 5.61 Balance at December 31, 2018 3,532,483 8,248,317 5.60 $ 5.68 Options vested and exercisable 5,188,755 3.95 $ 5.42 $ 2,004,633 Options vested and expected to vest 8,172,262 5.57 $ 5.67 $ 2,339,743 The weighted average fair value per underlying share of options granted during the three months ended December 31, 2018 and 2017 was $2.16 and $2.35, respectively, $2.39 and $2.49 for the nine months ended December 31, 2018 and 2017, respectively. Options outstanding by exercise price at December 31, 2018 were as follows: Number of Options Outstanding Options Exercisable Shares Weighted Weighted Average Weighted Underlying Average Remaining Number Average Options Exercise Contractual Vested and Exercise Exercise Price Outstanding Price Life (Years) Exercisable Price $ 2.43 - 4.00 1,096,070 $ 3.62 2.76 985,884 $ 3.64 $ 4.17 - 4.90 831,085 $ 4.55 3.77 813,760 $ 4.55 $ 4.92 - 4.99 1,188,036 $ 4.98 6.87 277,710 $ 4.97 $ 5.13 - 5.59 1,000,124 $ 5.31 5.80 904,395 $ 5.32 $ 5.69 - 6.16 911,769 $ 5.93 5.95 572,413 $ 5.90 $ 6.24 - 6.70 1,460,264 $ 6.57 6.27 770,371 $ 6.47 $ 6.82 - 7.26 1,373,359 $ 7.04 6.38 703,939 $ 6.91 $ 7.40 - 7.70 151,620 $ 7.54 8.83 19,626 $ 7.40 $ 8.09 127,410 $ 8.09 9.06 32,077 $ 8.09 $ 9.20 108,580 $ 9.20 2.08 108,580 $ 9.20 8,248,317 $ 5.68 5.60 5,188,755 $ 5.42 The following table summarizes stock-based compensation expense by line item in the Condensed Consolidated Statements of Operations, all relating to employee stock plans: Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 (In thousands) Cost of revenues $ 71 $ 73 $ $ 186 Research and development 330 292 843 Selling, general and administrative 191 170 Total $ 592 $ 535 $ 1,686 $ 1,521 As stock-based compensation expense recognized in the Condensed Consolidated Statement of Operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures in accordance with authoritative guidance. The Company estimates forfeitures at the time of grant and revises the original estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. No tax benefit related to stock-based compensation was recognized in the nine months ended December 31, 2018 due to a full valuation allowance. There were no windfall tax benefits realized from exercised stock options in either of these periods. Compensation cost capitalized within inventory at December 31, 2018 was immaterial. As of December 31, 2018, the Company’s total unrecognized compensation cost was $4.8 million, which will be recognized over a weighted average period of 2.11 years. The Company calculated the fair value of stock-based awards in the periods presented using the Black-Scholes option pricing model and the following weighted average assumptions: Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 Stock Option Plans: Risk-free interest rate % % - % - % Expected life (in years) Volatility % % - % - % Dividend yield — % — % — % — % Employee Stock Purchase Plan: Risk-free interest rate % % - % - % Expected life (in years) Volatility % % - % - % Dividend yield — % — % — % — % |
9. SEGMENT AND GEOGRAPHIC INFOR
9. SEGMENT AND GEOGRAPHIC INFORMATION | 9 Months Ended |
Dec. 31, 2018 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
NOTE 9 - SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 9—SEGMENT AND GEOGRAPHIC INFORMATION Based on its operating management and financial reporting structure, the Company has determined that it has one reportable business segment: the design, development and sale of integrated circuits. The following is a summary of net revenues by geographic area based on the location to which product is shipped: Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 (In thousands) United States $ 4,442 $ 6,404 $ 13,261 $ 15,820 China 1,374 1,372 3,391 4,319 Singapore 1,186 1,068 6,207 4,768 Netherlands 4,214 1,145 8,756 3,128 Germany 3,126 793 6,070 2,349 Rest of the world 360 336 1,115 1,068 $ 14,702 $ 11,118 $ 38,800 $ 31,452 All sales are denominated in United States dollars. |
1. THE COMPANY AND SUMMARY OF_2
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
The Company And Summary Of Significant Accounting Policies | |
Accounting principles | Basis of presentation The accompanying unaudited condensed consolidated financial statements of GSI Technology, Inc. and its subsidiaries (“GSI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These interim financial statements contain all adjustments (which consist of only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the interim financial information included therein. The Company believes that the disclosures are adequate to make the information not misleading. However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018. The consolidated results of operations for the nine months ended December 31, 2018 are not necessarily indicative of the results to be expected for the entire fiscal year. |
Significant accounting policies | Significant accounting policies Except for the accounting policy for revenue recognition, which was updated as a result of adopting a new accounting standard related to revenue recognition, there have been no material changes to our significant accounting policies that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018. See “Recent accounting pronouncements” below for additional information on the impact of the adoption of the new accounting standard for revenue recognition on the Company’s consolidated financial statements. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. The standard amends the disclosure requirements for recurring and nonrecurring fair value measurements by removing, modifying, and adding certain disclosures. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company does not anticipate the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification” , amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company anticipates its first presentation of changes in shareholders' equity will be included in its Form 10-Q for the quarter ended June 30, 2019. In January 2017, the FASB issued ASU No. 2017-04, " Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The standard eliminates the second step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company does not anticipate the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash” . ASU 2016-18 requires entities to include in their cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. As a result, companies will no longer present transfers between cash and cash equivalents, and restricted cash and restricted cash equivalents in the statement of cash flows. The Company adopted ASU 2016-18 in the quarter ended June 30, 2018. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements . In June 2016, the FASB issued ASU 2016-13 , “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted beginning April 1, 2019. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) .” The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, “ Elements of Financial Statements ,” and, therefore, recognition of those lease assets and lease liabilities represents a change of previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. Although the Company is currently evaluating the impact the pronouncement will have on its consolidated financial statements and related disclosures, the Company expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon adoption. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income and simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. The accounting standard update also updates certain presentation and disclosure requirements. The Company adopted ASU 2016-01 in the quarter ended June 30, 2018. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606 )" and has subsequently issued several supplemental and/or clarifying ASUs (collectively, "ASC 606"). The new accounting standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The new standard requires a company to recognize revenue as control of goods or services transfers to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. It defines a five-step approach for recognizing revenue, which may require a company to use more judgment and make more estimates than under the current standard. The Company adopted ASC 606 on April 1, 2018 using the modified retrospective transition method. The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. The adoption of ASC 606 was applied to all contracts and did not have a significant impact on the Company’s retained earnings as the timing of Company’s revenue recognition under the new standard coincides with the way the Company previously recognized revenue. There was no impact on the opening retained earnings balance as of April 1, 2018 due to the adoption of ASC 606. The majority of the Company’s customer contracts, which may be in the form of purchase orders, contracts or purchase agreements, contain performance obligations for delivery of agreed upon products. Delivery of all performance obligations contained within a contract with a customer typically occurs at the same time (or within the same accounting period). Transfer of control typically occurs at the time of shipment or at the time the product is pulled from consignment as that is the point at which delivery has occurred, title and the risks and rewards of ownership have passed to the customer, and the Company has a right to payment. Thus, the Company will generally recognize revenue upon shipment of the product. Because all of the Company’s performance obligations relate to contracts with a duration of less than one year, the Company elected to apply the optional exemption practical expedient provided in ASC 606 and, therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The Company adjusts the transaction price for variable consideration. Variable consideration is not typically significant and primarily results from stock rotation rights and quick pay discounts provided to our distributors. As a practical expedient, the Company is recognizing the incremental costs of obtaining a contract, specifically commission expenses that have a period of benefit of less than twelve months, as an expense when incurred. Additionally, the Company has adopted an accounting policy to recognize shipping costs that occur after control transfers to the customer as a fulfillment activity. The Company’s contracts with customers do not typically include extended payment terms. Payment terms vary by contract type and type of customer and generally range from 30 to 60 days from shipment. Additionally, the Company has right to payment upon shipment. The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with product sales. The impact of such taxes on products sales is immaterial. The Company has also elected to recognize the cost for freight and shipping when control over the products sold passes to customers and revenue is recognized. The Company warrants its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of revenues. Warranty costs and the accrued warranty liability were not material as of December 31, 2018. The majority of the Company’s revenue is derived from sales of SRAM products which represent approximately 99% of total revenues in the nine months ended December 31, 2018. The majority of the Company’s revenue is derived from sales to distributors and contract manufacturers which represented approximately 57% and 42% of net revenue, respectively, for the nine months ended December 31, 2018. Nokia, the Company’s largest customer, purchases products directly from the Company and through contract manufacturers and distributors. Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 46% of the Company’s net revenues in the nine months ended December 31, 2018. The Company historically deferred recognition of revenue on shipments to its distributors under prior revenue guidance because it lacked fixed and determinable pricing for contracts in which the distributors had rights to price concessions from the Company upon shipment to the distributors’ customers. During fiscal 2018, the Company revised all of its distribution agreements to eliminate the uncertainty in pricing, allowing the Company to recognize revenue at the time of shipment to the distributors. As a result, the implementation of the new revenue guidance did not have a significant impact on the Company’s consolidated financial statements. See “Note 9 - Segment and Geographic Information” for revenue by shipment destination. |
2. NET INCOME (LOSS) PER COMM_2
2. NET INCOME (LOSS) PER COMMON SHARE (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
NET INCOME (LOSS) PER COMMON SHARE | |
Basic and diluted net income (loss) per share | Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 (In thousands, except per share amounts) Net income (loss) $ 2,262 $ (1,528) $ 265 $ (4,780) Denominators: Weighted average shares—Basic 21,979 21,165 21,798 21,003 Dilutive effect of employee stock options 784 — 1,335 — Dilutive effect of employee stock purchase plan options 6 — 6 — Weighted average shares—Dilutive 22,769 21,165 23,139 21,003 Net income (loss) per common share—Basic $ 0.10 $ (0.07) $ 0.01 $ (0.23) Net income (loss) per common share—Diluted $ 0.10 $ (0.07) $ 0.01 $ (0.23) |
Anti-dilutive shares | Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 (In thousands) Shares underlying options and ESPP shares 3,961 2,969 2,470 2,785 |
3. BALANCE SHEET DETAIL (Tables
3. BALANCE SHEET DETAIL (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
BALANCE SHEET DETAIL | |
Schedule of inventories | December 31, 2018 March 31, 2018 (In thousands) Inventories: Work-in-progress $ 2,470 $ 2,226 Finished goods 3,479 3,321 $ 5,949 $ 5,547 |
Schedule of accounts receivable, net | December 31, 2018 March 31, 2018 (In thousands) Accounts receivable, net: Accounts receivable $ 8,263 $ 5,342 Less: Allowances for sales returns, doubtful accounts and other (103) (63) $ 8,160 $ 5,279 |
Schedule of prepaid expenses and other current assets | December 31, 2018 March 31, 2018 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ 705 $ 163 Escrow deposit 1,000 750 Other receivables 407 370 Other prepaid expenses and other current assets 446 797 $ 2,558 $ 2,080 |
Schedule of property and equipment, net | December 31, 2018 March 31, 2018 (In thousands) Property and equipment, net: Computer and other equipment $ 18,990 $ 17,845 Software 4,057 4,072 Land 3,900 3,900 Building and building improvements 3,691 2,310 Furniture and fixtures 102 82 Leasehold improvements 832 766 Construction in progress — 965 31,572 29,940 Less: Accumulated depreciation (22,388) (21,768) $ 9,184 $ 8,172 |
Schedule of other assets | December 31, 2018 March 31, 2018 (In thousands) Other assets: Escrow deposit $ — $ 1,000 Non-current deferred income taxes 75 75 Deposits 123 132 $ 198 $ 1,207 |
Schedule of intangible assets | The following tables summarize the components of intangible assets and related accumulated amortization balances at December 31, 2018 and March 31, 2018 (in thousands): As of December 31, 2018 Gross Accumulated Net Carrying Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (1,439) 2,781 Software 80 (80) — Total $ 4,890 $ (2,109) $ 2,781 As of March 31, 2018 Gross Accumulated Net Carrying Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (1,231) 2,989 Software 80 (80) — Total $ 4,890 $ (1,901) $ 2,989 |
Estimated future amortization expense of intangible assets | As of December 31, 2018, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Fiscal year ending March 31, 2019 (remaining three months) $ 59 2020 233 2021 233 2022 233 2023 233 Thereafter 1,790 Total $ 2,781 |
Schedule of accrued expenses and other liabilities | December 31, 2018 March 31, 2018 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ 3,530 $ 2,786 Accrued professional fees 31 31 Accrued commissions 326 299 Contingent consideration 470 1,102 Accrued retention payment 384 291 Miscellaneous accrued expenses 1,124 1,054 $ 5,865 $ 5,563 |
Other accrued expenses | December 31, 2018 March 31, 2018 (In thousands) Other accrued expenses: Contingent consideration $ 4,026 $ 4,411 Other long-term accrued liabilities — 291 $ 4,026 $ 4,702 |
6. FINANCIAL INSTRUMENTS (Table
6. FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
FINANCIAL INSTRUMENTS | |
Schedule of fair value of financial assets measured on a recurring basis | The fair value of financial assets measured on a recurring basis is as follows (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs December 31, 2018 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 5,468 $ 5,468 $ — $ — Marketable securities 26,740 — 26,740 — Total $ 32,208 $ 5,468 $ 26,740 $ — Liabilities: Contingent consideration $ 4,496 $ — $ — $ 4,496 Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Assets Observable Unobservable and Liabilities Inputs Inputs March 31, 2018 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 6,788 $ 6,788 $ — $ — Marketable securities 26,047 — 26,047 — Total $ 32,835 $ 6,788 $ 26,047 $ — Liabilities: Contingent consideration $ 5,514 $ — $ — $ 5,514 |
Schedule of available-for-sale investments | December 31, 2018 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 13,750 $ — $ (48) $ 13,702 Foreign government obligations 2,861 — (6) 2,855 Total short-term investments $ 16,611 $ — $ (54) $ 16,557 Long-term investments: Certificates of deposit $ 7,250 $ — $ (35) $ 7,215 Agency bonds 2,963 8 (3) 2,968 Total long-term investments $ 10,213 $ 8 $ (38) $ 10,183 March 31, 2018 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Agency bonds $ 3,996 $ — $ (1) $ 3,995 Foreign government obligations 5,428 — (21) 5,407 Certificates of deposit 8,750 — (28) 8,722 Total short-term investments $ 18,174 $ — $ (50) $ 18,124 Long-term investments: Certificates of deposit $ 8,000 $ — $ (77) $ 7,923 Total long-term investments $ 8,000 $ — $ (77) $ 7,923 |
Schedule of contractual maturities of the available-for-sale investments | Fair Cost Value (In thousands) Maturing within one year $ 16,611 $ 16,557 Maturing in one to three years 10,213 10,183 $ 26,824 $ 26,740 |
Schedule of changes in fair value of contingent consideration | Nine Months Ended December 31, 2018 2017 Contingent consideration, beginning of period $ 5,514 $ 6,200 Change due to accretion 111 120 Payment of contingent consideration (1,129) (371) Contingent consideration, end of period $ 4,496 $ 5,949 |
8. STOCK-BASED COMPENSATION (Ta
8. STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
STOCK-BASED COMPENSATION | |
Summary of stock option activities | Weighted Number of Shares Average Weighted Shares Underlying Remaining Average Available for Options Contractual Exercise Intrinsic Grant Outstanding Life (Years) Price Value Balance at March 31, 2018 4,444,301 7,874,267 $ 5.45 Granted (977,783) 977,783 $ 6.60 Exercised — (495,183) $ 3.83 $ 1,614,452 Forfeited 65,965 (108,550) $ 5.61 Balance at December 31, 2018 3,532,483 8,248,317 5.60 $ 5.68 Options vested and exercisable 5,188,755 3.95 $ 5.42 $ 2,004,633 Options vested and expected to vest 8,172,262 5.57 $ 5.67 $ 2,339,743 |
Schedule of options outstanding by exercise price | Number of Options Outstanding Options Exercisable Shares Weighted Weighted Average Weighted Underlying Average Remaining Number Average Options Exercise Contractual Vested and Exercise Exercise Price Outstanding Price Life (Years) Exercisable Price $ 2.43 - 4.00 1,096,070 $ 3.62 2.76 985,884 $ 3.64 $ 4.17 - 4.90 831,085 $ 4.55 3.77 813,760 $ 4.55 $ 4.92 - 4.99 1,188,036 $ 4.98 6.87 277,710 $ 4.97 $ 5.13 - 5.59 1,000,124 $ 5.31 5.80 904,395 $ 5.32 $ 5.69 - 6.16 911,769 $ 5.93 5.95 572,413 $ 5.90 $ 6.24 - 6.70 1,460,264 $ 6.57 6.27 770,371 $ 6.47 $ 6.82 - 7.26 1,373,359 $ 7.04 6.38 703,939 $ 6.91 $ 7.40 - 7.70 151,620 $ 7.54 8.83 19,626 $ 7.40 $ 8.09 127,410 $ 8.09 9.06 32,077 $ 8.09 $ 9.20 108,580 $ 9.20 2.08 108,580 $ 9.20 8,248,317 $ 5.68 5.60 5,188,755 $ 5.42 |
Summary of stock-based compensation expense by line item | Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 (In thousands) Cost of revenues $ 71 $ 73 $ $ 186 Research and development 330 292 843 Selling, general and administrative 191 170 Total $ 592 $ 535 $ 1,686 $ 1,521 |
Schedule of weighted average assumptions | Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 Stock Option Plans: Risk-free interest rate % % - % - % Expected life (in years) Volatility % % - % - % Dividend yield — % — % — % — % Employee Stock Purchase Plan: Risk-free interest rate % % - % - % Expected life (in years) Volatility % % - % - % Dividend yield — % — % — % — % |
9. SEGMENT AND GEOGRAPHIC INF_2
9. SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
Net revenues by geographic area | Three Months Ended December 31, Nine Months Ended December 31, 2018 2017 2018 2017 (In thousands) United States $ 4,442 $ 6,404 $ 13,261 $ 15,820 China 1,374 1,372 3,391 4,319 Singapore 1,186 1,068 6,207 4,768 Netherlands 4,214 1,145 8,756 3,128 Germany 3,126 793 6,070 2,349 Rest of the world 360 336 1,115 1,068 $ 14,702 $ 11,118 $ 38,800 $ 31,452 |
1. THE COMPANY AND SUMMARY OF_3
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2018 | Apr. 01, 2018 | |
Basis of consolidation and risks and uncertainties | ||
Increase decrease retained earnings due to adoption of ASC 606 | $ 0 | |
Revenue, Practical Expedient, Remaining Performance Obligation | true | |
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract | true | |
Warranty period | 3 years | |
Minimum | ||
Basis of consolidation and risks and uncertainties | ||
Payment term | 30 days | |
Maximum | ||
Basis of consolidation and risks and uncertainties | ||
Payment term | 60 days | |
Net revenue | Distributors | ||
Basis of consolidation and risks and uncertainties | ||
Percentage attributable to customers | 57.00% | |
Net revenue | Contract Manufacturers | ||
Basis of consolidation and risks and uncertainties | ||
Percentage attributable to customers | 42.00% | |
Net revenue | Nokia | ||
Basis of consolidation and risks and uncertainties | ||
Percentage attributable to customers | 46.00% | |
Net revenue | SRAM | ||
Basis of consolidation and risks and uncertainties | ||
Percentage attributable to customers | 99.00% |
2. NET INCOME (LOSS) PER COMM_3
2. NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income (loss) | $ 2,262 | $ (1,528) | $ 265 | $ (4,780) |
Weighted average shares-Basic | 21,979 | 21,165 | 21,798 | 21,003 |
Weighted average shares-Dilutive | 22,769 | 21,165 | 23,139 | 21,003 |
Net income (loss) per common share - Basic | $ 0.10 | $ (0.07) | $ 0.01 | $ (0.23) |
Net income (loss) per common share - Diluted | $ 0.10 | $ (0.07) | $ 0.01 | $ (0.23) |
Employee stock options | ||||
Dilutive effect of options | 784 | 1,335 | ||
Employee stock purchase plan options | ||||
Dilutive effect of options | 6 | 6 |
2. NET INCOME (LOSS) PER COMM_4
2. NET INCOME (LOSS) PER COMMON SHARE - Shares underlying options (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
NET INCOME (LOSS) PER COMMON SHARE | ||||
Shares underlying options and ESPP shares | 3,961 | 2,969 | 2,470 | 2,785 |
3. BALANCE SHEET DETAIL - Inven
3. BALANCE SHEET DETAIL - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 31, 2018 |
Inventories: | ||
Work-in-progress | $ 2,470 | $ 2,226 |
Finished goods | 3,479 | 3,321 |
Total inventory | $ 5,949 | $ 5,547 |
3. BALANCE SHEET DETAIL - Accou
3. BALANCE SHEET DETAIL - Accounts receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 31, 2018 |
Accounts receivable, net: | ||
Accounts receivable | $ 8,263 | $ 5,342 |
Less: Allowances for sales returns, doubtful accounts and other | (103) | (63) |
Total accounts receivable, net | $ 8,160 | $ 5,279 |
3. BALANCE SHEET DETAIL - Prepa
3. BALANCE SHEET DETAIL - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 31, 2018 |
Prepaid expenses and other current assets: | ||
Prepaid tooling and masks | $ 705 | $ 163 |
Escrow deposit | 1,000 | 750 |
Other receivables | 407 | 370 |
Other prepaid expenses and other current assets | 446 | 797 |
Total prepaid expenses and other current assets | $ 2,558 | $ 2,080 |
3. BALANCE SHEET DETAIL - Prope
3. BALANCE SHEET DETAIL - Property and equipment, net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Property and equipment, net: | |||||
Property and equipment, gross | $ 31,572,000 | $ 31,572,000 | $ 29,940,000 | ||
Less: Accumulated depreciation | (22,388,000) | (22,388,000) | (21,768,000) | ||
Total property and equipment, net | 9,184,000 | 9,184,000 | 8,172,000 | ||
Depreciation | 317,000 | $ 245,000 | 865,000 | $ 714,000 | |
Computer and other equipment | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 18,990,000 | 18,990,000 | 17,845,000 | ||
Software | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 4,057,000 | 4,057,000 | 4,072,000 | ||
Land | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 3,900,000 | 3,900,000 | 3,900,000 | ||
Building and building improvements | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 3,691,000 | 3,691,000 | 2,310,000 | ||
Furniture and fixtures | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 102,000 | 102,000 | 82,000 | ||
Leasehold improvements | |||||
Property and equipment, net: | |||||
Property and equipment, gross | $ 832,000 | $ 832,000 | 766,000 | ||
Construction in progress | |||||
Property and equipment, net: | |||||
Property and equipment, gross | $ 965,000 |
3. BALANCE SHEET DETAIL - Other
3. BALANCE SHEET DETAIL - Other assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 31, 2018 |
Other assets: | ||
Escrow deposit | $ 1,000 | |
Non-current deferred income taxes | $ 75 | 75 |
Deposits | 123 | 132 |
Total other assets | 198 | 1,207 |
Escrow deposit reclassified to current assets | $ 1,000 | $ 750 |
3. BALANCE SHEET DETAIL - Intan
3. BALANCE SHEET DETAIL - Intangible assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Gross Carrying Amount | $ 4,890,000 | $ 4,890,000 | $ 4,890,000 | ||
Accumulated Amortization | (2,109,000) | (2,109,000) | (1,901,000) | ||
Total | 2,781,000 | 2,781,000 | 2,989,000 | ||
Amortization of intangible assets | 58,000 | $ 78,000 | 208,000 | $ 235,000 | |
Product designs | |||||
Gross Carrying Amount | 590,000 | 590,000 | 590,000 | ||
Accumulated Amortization | (590,000) | (590,000) | (590,000) | ||
Patents | |||||
Gross Carrying Amount | 4,220,000 | 4,220,000 | 4,220,000 | ||
Accumulated Amortization | (1,439,000) | (1,439,000) | (1,231,000) | ||
Total | 2,781,000 | 2,781,000 | 2,989,000 | ||
Software. | |||||
Gross Carrying Amount | 80,000 | 80,000 | 80,000 | ||
Accumulated Amortization | $ (80,000) | $ (80,000) | $ (80,000) |
3. BALANCE SHEET DETAIL - Futur
3. BALANCE SHEET DETAIL - Future amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 31, 2018 |
Fiscal year ending March 31, | ||
2019 (remaining three months) | $ 59 | |
2,020 | 233 | |
2,021 | 233 | |
2,022 | 233 | |
2,023 | 233 | |
Thereafter | 1,790 | |
Total | $ 2,781 | $ 2,989 |
3. BALANCE SHEET DETAIL - Accru
3. BALANCE SHEET DETAIL - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 31, 2018 |
Accrued expenses and other liabilities: | ||
Accrued compensation | $ 3,530 | $ 2,786 |
Accrued professional fees | 31 | 31 |
Accrued commissions | 326 | 299 |
Contingent consideration | 470 | 1,102 |
Accrued retention payment | 384 | 291 |
Miscellaneous accrued expenses | 1,124 | 1,054 |
Total accrued expenses and other liabilities | $ 5,865 | $ 5,563 |
3. BALANCE SHEET DETAIL - Oth_2
3. BALANCE SHEET DETAIL - Other accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 31, 2018 |
Other accrued expenses: | ||
Contingent consideration | $ 4,026 | $ 4,411 |
Other long-term accrued liabilities | 291 | |
Total other accrued expenses | $ 4,026 | $ 4,702 |
4. GOODWILL (Details)
4. GOODWILL (Details) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)segment | |
GOODWILL | ||
Number of reporting units | segment | 1 | |
Goodwill | $ 7,978,000 | $ 7,978,000 |
Goodwill impairment | $ 0 |
5. INCOME TAXES (Details)
5. INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2018 | |
INCOME TAXES | |||||
Unrecognized tax benefits, current | $ 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits, noncurrent | 631,000 | 631,000 | 619,000 | ||
Deferred tax assets unrecognized tax benefit | 2,400,000 | $ 2,400,000 | |||
Corporate income tax rate | 35.00% | 21.00% | |||
Net deferred tax assets | 6,700,000 | $ 6,700,000 | 6,000,000 | ||
Valuation allowance | $ (6,600,000) | $ (6,600,000) | $ (5,900,000) | ||
Effective annual income tax rate (as a percentage) | (22.60%) | (13.70%) |
5. INCOME TAXES - Tax Cuts and
5. INCOME TAXES - Tax Cuts and Jobs Act (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2018 | |
INCOME TAXES | |||
Corporate income tax rate | 35.00% | 21.00% | |
Deferred tax benefit related to valuation allowance | $ 1,100,000 | ||
Estimated tax provision | $ 367,000 |
6. FINANCIAL INSTRUMENTS (Detai
6. FINANCIAL INSTRUMENTS (Details) $ in Thousands | Dec. 31, 2018USD ($)item | Mar. 31, 2018USD ($) |
Fair value measurements | ||
Long-term investments | $ 10,183 | $ 7,923 |
Measurement input | ||
Fair value measurements | ||
Discount rate (as a percent) | item | 0.148 | |
Recurring | ||
Fair value measurements | ||
Money market funds | $ 5,468 | 6,788 |
Marketable securities | 26,740 | 26,047 |
Assets | 32,208 | 32,835 |
Contingent consideration liability | 4,496 | 5,514 |
Recurring | Level 1 | ||
Fair value measurements | ||
Money market funds | 5,468 | 6,788 |
Assets | 5,468 | 6,788 |
Recurring | Level 2 | ||
Fair value measurements | ||
Marketable securities | 26,740 | 26,047 |
Assets | 26,740 | 26,047 |
Recurring | Level 3 | ||
Fair value measurements | ||
Contingent consideration liability | $ 4,496 | $ 5,514 |
6. FINANCIAL INSTRUMENTS - Chan
6. FINANCIAL INSTRUMENTS - Change in contingent consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in fair value of contingent consideration | ||
Contingent consideration, beginning of period | $ 5,514 | $ 6,200 |
Change due to accretion | 111 | 120 |
Payment of contingent consideration | (1,129) | (371) |
Contingent consideration, end of period | $ 4,496 | $ 5,949 |
6. FINANCIAL INSTRUMENTS - Avai
6. FINANCIAL INSTRUMENTS - Available-for-sale investments (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2018 | Mar. 31, 2018 | |
Available-for-sale investments | ||
Cost | $ 26,824,000 | |
Total | $ 26,740,000 | |
Other information | ||
Maximum maturity period of investment portfolio | 3 years | |
Deferred tax asset related to unrecognized gains and losses on short-term and long-term investments | $ 19,000 | $ 29,000 |
Short-term investments | ||
Available-for-sale investments | ||
Cost | 16,611,000 | 18,174,000 |
Gross Unrealized Losses | (54,000) | (50,000) |
Total | 16,557,000 | 18,124,000 |
Short-term investments | Agency bonds | ||
Available-for-sale investments | ||
Cost | 3,996,000 | |
Gross Unrealized Losses | (1,000) | |
Total | 3,995,000 | |
Short-term investments | Foreign government obligations | ||
Available-for-sale investments | ||
Cost | 2,861,000 | 5,428,000 |
Gross Unrealized Losses | (6,000) | (21,000) |
Total | 2,855,000 | 5,407,000 |
Short-term investments | Certificates of deposit | ||
Available-for-sale investments | ||
Cost | 13,750,000 | 8,750,000 |
Gross Unrealized Losses | (48,000) | (28,000) |
Total | 13,702,000 | 8,722,000 |
Long-term investment | ||
Available-for-sale investments | ||
Cost | 10,213,000 | 8,000,000 |
Gross Unrealized Gains | 8,000 | |
Gross Unrealized Losses | (38,000) | (77,000) |
Total | 10,183,000 | 7,923,000 |
Long-term investment | Foreign government obligations | ||
Available-for-sale investments | ||
Cost | 2,963,000 | |
Gross Unrealized Gains | 8,000 | |
Gross Unrealized Losses | (3,000) | |
Total | 2,968,000 | |
Long-term investment | Certificates of deposit | ||
Available-for-sale investments | ||
Cost | 7,250,000 | 8,000,000 |
Gross Unrealized Losses | (35,000) | (77,000) |
Total | $ 7,215,000 | $ 7,923,000 |
6. FINANCIAL INSTRUMENTS - Cont
6. FINANCIAL INSTRUMENTS - Contractual maturities (Details) $ in Thousands | Dec. 31, 2018USD ($) |
FINANCIAL INSTRUMENTS | |
Maturing within one year, Cost | $ 16,611 |
Maturing in one to three years, Cost | 10,213 |
Total | 26,824 |
Maturing within one year, Fair Value | 16,557 |
Maturing in one to three years, Fair Value | 10,183 |
Total | $ 26,740 |
7. COMMITMENTS AND CONTINGENC_2
7. COMMITMENTS AND CONTINGENCIES - Product warranties (Details) | 9 Months Ended |
Dec. 31, 2018 | |
Product warranties | |
Warranty period | 3 years |
8. STOCK-BASED COMPENSATION - S
8. STOCK-BASED COMPENSATION - Stock options activities (Details) | 9 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
STOCK-BASED COMPENSATION | |
Shares available for grant, Beginning | 4,444,301 |
Granted (in shares) | (977,783) |
Forfeited (in shares) | 65,965 |
Shares available for grant, Ending | 3,532,483 |
Number of Shares Underlying Options Outstanding | |
Balance at the beginning of the period (in shares) | 7,874,267 |
Granted (in shares) | 977,783 |
Exercised (in shares) | (495,183) |
Forfeited (in shares) | (108,550) |
Balance at the end of the period (in shares) | 8,248,317 |
Options vested and exercisable (in shares) | 5,188,755 |
Options vested and expected to vest (in shares) | 8,172,262 |
Weighted Average Remaining Contractual Life | |
Options weighted average remaining contractual life | 5 years 7 months 6 days |
Options vested and exercisable | 3 years 11 months 12 days |
Options vested and expected to vest | 5 years 6 months 26 days |
Weighted Average Exercise Price | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 5.45 |
Granted (in dollars per share) | $ / shares | 6.60 |
Exercised (in dollars per share) | $ / shares | 3.83 |
Forfeited (in dollars per share) | $ / shares | 5.61 |
Balance at the end of the period (in dollars per share) | $ / shares | 5.68 |
Options vested and exercisable (in dollars per share) | $ / shares | 5.42 |
Options vested and expected to vest (in dollars per share) | $ / shares | $ 5.67 |
Intrinsic Value | |
Exercised (in dollars) | $ | $ 1,614,452 |
Options vested and exercisable (in dollars) | $ | 2,004,633 |
Options vested and expected to vest (in dollars) | $ | $ 2,339,743 |
8. STOCK-BASED COMPENSATION - O
8. STOCK-BASED COMPENSATION - Options outstanding by exercise price (Details) - $ / shares | 9 Months Ended | |
Dec. 31, 2018 | Mar. 31, 2018 | |
Options outstanding by exercise price | ||
Exercise Price (in dollars per share) | $ 5.68 | $ 5.45 |
Number of Shares Underlying Options Outstanding (in shares) | 8,248,317 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.68 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 7 months 6 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 5,188,755 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.42 | |
$2.43 - $4.00 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 2.43 | |
Exercise Price, high end of range (in dollars per share) | $ 4 | |
Number of Shares Underlying Options Outstanding (in shares) | 1,096,070 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 3.62 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 9 months 4 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 985,884 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 3.64 | |
$4.17 - $4.90 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 4.17 | |
Exercise Price, high end of range (in dollars per share) | $ 4.90 | |
Number of Shares Underlying Options Outstanding (in shares) | 831,085 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.55 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 9 months 7 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 813,760 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.55 | |
$4.92 - $4.99 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 4.92 | |
Exercise Price, high end of range (in dollars per share) | $ 4.99 | |
Number of Shares Underlying Options Outstanding (in shares) | 1,188,036 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 4.98 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 10 months 13 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 277,710 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 4.97 | |
$5.13 - $5.59 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 5.13 | |
Exercise Price, high end of range (in dollars per share) | $ 5.59 | |
Number of Shares Underlying Options Outstanding (in shares) | 1,000,124 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.31 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 9 months 18 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 904,395 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.32 | |
$5.69 - $6.16 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 5.69 | |
Exercise Price, high end of range (in dollars per share) | $ 6.16 | |
Number of Shares Underlying Options Outstanding (in shares) | 911,769 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 5.93 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 11 months 12 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 572,413 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 5.90 | |
$6.24 - $6.70 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 6.24 | |
Exercise Price, high end of range (in dollars per share) | $ 6.70 | |
Number of Shares Underlying Options Outstanding (in shares) | 1,460,264 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 6.57 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 3 months 7 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 770,371 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.47 | |
$6.82 - $7.26 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 6.82 | |
Exercise Price, high end of range (in dollars per share) | $ 7.26 | |
Number of Shares Underlying Options Outstanding (in shares) | 1,373,359 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.04 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 4 months 17 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 703,939 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 6.91 | |
$7.40 - $7.70 | ||
Options outstanding by exercise price | ||
Exercise Price, low end of range (in dollars per share) | 7.40 | |
Exercise Price, high end of range (in dollars per share) | $ 7.70 | |
Number of Shares Underlying Options Outstanding (in shares) | 151,620 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 7.54 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 9 months 29 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 19,626 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 7.40 | |
$ 8.09 | ||
Options outstanding by exercise price | ||
Exercise Price (in dollars per share) | $ 8.09 | |
Number of Shares Underlying Options Outstanding (in shares) | 127,410 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 8.09 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years 22 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 32,077 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 8.09 | |
$ 9.20 | ||
Options outstanding by exercise price | ||
Exercise Price (in dollars per share) | $ 9.20 | |
Number of Shares Underlying Options Outstanding (in shares) | 108,580 | |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 9.20 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 29 days | |
Options Exercisable, Number Vested and Exercisable (in shares) | 108,580 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 9.20 |
8. STOCK-BASED COMPENSATION -_2
8. STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | $ 592 | $ 535 | $ 1,686 | $ 1,521 |
Other information | ||||
Income tax benefit recognized from allocation of share-based compensation expense | 0 | |||
Windfall tax benefits realized | 0 | 0 | ||
Unrecognized compensation costs | 4,800 | $ 4,800 | ||
Weighted average period of recognition of unrecognized compensation costs | 2 years 1 month 10 days | |||
Cost of revenues | ||||
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | 71 | 73 | $ 185 | 186 |
Research and development | ||||
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | 330 | 292 | 974 | 843 |
Selling, general and administrative | ||||
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | $ 191 | $ 170 | $ 527 | $ 492 |
8. STOCK-BASED COMPENSATION - W
8. STOCK-BASED COMPENSATION - Weighted average assumptions (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation | ||||
Weighted average fair value per underlying share of options granted (in dollars per share) | $ 2.16 | $ 2.35 | $ 2.39 | $ 2.49 |
Employee stock options | ||||
Stock-based compensation | ||||
Risk-free interest rate (as a percent) | 2.91% | 2.00% | ||
Risk-free interest rate, low end of range (as a percent) | 2.78% | 1.84% | ||
Risk-free interest rate, high end of range (as a percent) | 2.91% | 2.00% | ||
Expected life | 5 years | 5 years | 5 years | 5 years |
Volatility (as a percent) | 36.40% | 35.50% | ||
Volatility, low end of range (as a percent) | 35.60% | 35.50% | ||
Volatility, high end of range (as a percent) | 36.40% | 36.50% | ||
Employee stock purchase plan options | ||||
Stock-based compensation | ||||
Risk-free interest rate (as a percent) | 2.50% | 1.42% | ||
Risk-free interest rate, low end of range (as a percent) | 2.09% | 1.04% | ||
Risk-free interest rate, high end of range (as a percent) | 2.50% | 1.42% | ||
Expected life | 6 months | 6 months | 6 months | 6 months |
Volatility (as a percent) | 32.60% | 38.80% | ||
Volatility, low end of range (as a percent) | 32.60% | 38.80% | ||
Volatility, high end of range (as a percent) | 37.70% | 51.10% |
9. SEGMENT AND GEOGRAPHIC INF_3
9. SEGMENT AND GEOGRAPHIC INFORMATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | |
Net revenues and long-lived assets by geographic area | ||||
Net revenues | $ 14,702 | $ 11,118 | $ 38,800 | $ 31,452 |
Number of reporting units | segment | 1 | |||
United States | ||||
Net revenues and long-lived assets by geographic area | ||||
Net revenues | 4,442 | 6,404 | $ 13,261 | 15,820 |
China | ||||
Net revenues and long-lived assets by geographic area | ||||
Net revenues | 1,374 | 1,372 | 3,391 | 4,319 |
Singapore | ||||
Net revenues and long-lived assets by geographic area | ||||
Net revenues | 1,186 | 1,068 | 6,207 | 4,768 |
Netherlands | ||||
Net revenues and long-lived assets by geographic area | ||||
Net revenues | 4,214 | 1,145 | 8,756 | 3,128 |
Germany | ||||
Net revenues and long-lived assets by geographic area | ||||
Net revenues | 3,126 | 793 | 6,070 | 2,349 |
Rest of the world | ||||
Net revenues and long-lived assets by geographic area | ||||
Net revenues | $ 360 | $ 336 | $ 1,115 | $ 1,068 |