Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-33387 | |
Entity Registrant Name | GSI TECHNOLOGY INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0398779 | |
Entity Address, Address Line One | 1213 Elko Drive | |
Entity Address, City or Town | Sunnyvale | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94089 | |
City Area Code | 408 | |
Local Phone Number | 331-8800 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | GSIT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,216,143 | |
Entity Central Index Key | 0001126741 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
ASSETS | ||
Cash and cash equivalents | $ 24,669 | $ 27,212 |
Short-term investments | 651 | 3,363 |
Accounts receivable, net | 3,084 | 3,471 |
Inventories | 5,577 | 6,415 |
Prepaid expenses and other current assets | 1,258 | 1,414 |
Total current assets | 35,239 | 41,875 |
Property and equipment, net | 7,060 | 7,423 |
Operating lease right-of-use assets | 1,031 | 684 |
Goodwill | 7,978 | 7,978 |
Intangible assets, net | 1,672 | 1,790 |
Deposits | 120 | 126 |
Total assets | 53,100 | 59,876 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable ($0 and $8 to a related party) | 864 | 1,621 |
Lease liabilities, current | 396 | 413 |
Accrued expenses and other liabilities | 5,142 | 5,168 |
Total current liabilities | 6,402 | 7,202 |
Deferred tax liability | 13 | 12 |
Lease liabilities, non-current | 592 | 238 |
Contingent consideration, non-current | 728 | 1,052 |
Total liabilities | 7,735 | 8,504 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock: $0.001 par value authorized: 5,000,000 shares; issued and outstanding: none | ||
Common Stock: $0.001 par value authorized: 150,000,000 shares; issued and outstanding: 25,216,143 and 24,685,059 shares, respectively | 25 | 25 |
Additional paid-in capital | 59,075 | 55,953 |
Accumulated other comprehensive loss | (91) | (127) |
Retained deficit | (13,644) | (4,479) |
Total stockholders' equity | 45,365 | 51,372 |
Total liabilities and stockholders' equity | $ 53,100 | $ 59,876 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2023 | Mar. 31, 2023 |
Assets Abstract | ||
Accounts payable, related party | $ 0 | $ 8,000 |
Stockholders' Equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 25,216,143 | 24,685,059 |
Common stock, shares outstanding | 25,216,143 | 24,685,059 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenues | $ 5,708,000 | $ 8,953,000 | $ 11,295,000 | $ 17,862,000 |
Cost of revenues ($0, $140, $0 and $197 to a related party) | 2,587,000 | 3,351,000 | 5,105,000 | 6,895,000 |
Gross profit | 3,121,000 | 5,602,000 | 6,190,000 | 10,967,000 |
Operating expenses: | ||||
Research and development | 4,691,000 | 6,395,000 | 9,895,000 | 13,014,000 |
Selling, general and administrative | 2,523,000 | 2,412,000 | 5,527,000 | 5,100,000 |
Total operating expenses | 7,214,000 | 8,807,000 | 15,422,000 | 18,114,000 |
Loss from operations | (4,093,000) | (3,205,000) | (9,232,000) | (7,147,000) |
Interest income, net | 131,000 | 55,000 | 274,000 | 77,000 |
Other expense, net | (60,000) | (41,000) | (123,000) | (37,000) |
Loss before income taxes | (4,022,000) | (3,191,000) | (9,081,000) | (7,107,000) |
Provision for income taxes | 33,000 | 37,000 | 84,000 | 97,000 |
Net loss | $ (4,055,000) | $ (3,228,000) | $ (9,165,000) | $ (7,204,000) |
Net loss per share: | ||||
Basic | $ (0.16) | $ (0.13) | $ (0.37) | $ (0.29) |
Diluted | $ (0.16) | $ (0.13) | $ (0.37) | $ (0.29) |
Weighted average shares used in per share calculations: | ||||
Basic | 25,161 | 24,554 | 25,014 | 24,538 |
Diluted | 25,161 | 24,554 | 25,014 | 24,538 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Cost of revenues, related party | $ 0 | $ 140 | $ 0 | $ 197 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Loss [Abstract] | ||||
Net loss | $ (4,055) | $ (3,228) | $ (9,165) | $ (7,204) |
Net unrealized gain (loss) on available-for-sale investments | 9 | 2 | 36 | (25) |
Total comprehensive loss | $ (4,046) | $ (3,226) | $ (9,129) | $ (7,229) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings (Deficit) | Total |
Beginning Balance - Shares at Mar. 31, 2022 | 24,486,239 | ||||
Beginning Balance - Amount at Mar. 31, 2022 | $ 24 | $ 53,083 | $ (154) | $ 11,498 | $ 64,451 |
Issuance of common stock under employee stock option plans, shares | 67,514 | ||||
Issuance of common stock under employee stock option plans, amount | $ 1 | 178 | 179 | ||
Stock-based compensation expense | 1,299 | 1,299 | |||
Comprehensive loss: | |||||
Net loss | (7,204) | (7,204) | |||
Net unrealized gain (loss) on available-for-sale investments | (25) | (25) | |||
Ending Balance, Shares at Sep. 30, 2022 | 24,553,753 | ||||
Ending Balance, Amount at Sep. 30, 2022 | $ 25 | 54,560 | (179) | 4,294 | 58,700 |
Beginning Balance - Shares at Jun. 30, 2022 | 24,553,753 | ||||
Beginning Balance - Amount at Jun. 30, 2022 | $ 25 | 53,899 | (181) | 7,522 | 61,265 |
Stock-based compensation expense | 661 | 661 | |||
Comprehensive loss: | |||||
Net loss | (3,228) | (3,228) | |||
Net unrealized gain (loss) on available-for-sale investments | 2 | 2 | |||
Ending Balance, Shares at Sep. 30, 2022 | 24,553,753 | ||||
Ending Balance, Amount at Sep. 30, 2022 | $ 25 | 54,560 | (179) | 4,294 | 58,700 |
Beginning Balance - Shares at Mar. 31, 2023 | 24,685,059 | ||||
Beginning Balance - Amount at Mar. 31, 2023 | $ 25 | 55,953 | (127) | (4,479) | 51,372 |
Issuance of common stock under employee stock option plans, shares | 398,084 | ||||
Issuance of common stock under employee stock option plans, amount | 1,473 | 1,473 | |||
Issuance of common stock pursuant to an At-the-Market offering, net of offering costs, shares | 133,000 | ||||
Issuance of common stock pursuant to an At-the-Market offering, net of offering costs, amount | 153 | 153 | |||
Stock-based compensation expense | 1,496 | 1,496 | |||
Comprehensive loss: | |||||
Net loss | (9,165) | (9,165) | |||
Net unrealized gain (loss) on available-for-sale investments | 36 | 36 | |||
Ending Balance, Shares at Sep. 30, 2023 | 25,216,143 | ||||
Ending Balance, Amount at Sep. 30, 2023 | $ 25 | 59,075 | (91) | (13,644) | 45,365 |
Beginning Balance - Shares at Jun. 30, 2023 | 25,083,143 | ||||
Beginning Balance - Amount at Jun. 30, 2023 | $ 25 | 58,246 | (100) | (9,589) | 48,582 |
Issuance of common stock pursuant to an At-the-Market offering, net of offering costs, shares | 133,000 | ||||
Issuance of common stock pursuant to an At-the-Market offering, net of offering costs, amount | 153 | 153 | |||
Stock-based compensation expense | 676 | 676 | |||
Comprehensive loss: | |||||
Net loss | (4,055) | (4,055) | |||
Net unrealized gain (loss) on available-for-sale investments | 9 | 9 | |||
Ending Balance, Shares at Sep. 30, 2023 | 25,216,143 | ||||
Ending Balance, Amount at Sep. 30, 2023 | $ 25 | $ 59,075 | $ (91) | $ (13,644) | $ 45,365 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Offering Costs | $ 389 | $ 389 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (9,165) | $ (7,204) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Allowance for credit losses | (12) | (10) |
Provision for excess and obsolete inventories | 94 | 89 |
Non-cash lease expense | 290 | 281 |
Change in fair value of contingent consideration | (324) | (830) |
Depreciation and amortization | 505 | 510 |
Stock-based compensation | 1,496 | 1,299 |
Amortization of premium on investments | (2) | 12 |
Changes in assets and liabilities: | ||
Accounts receivable | 399 | (291) |
Inventories | 744 | (966) |
Prepaid expenses and other assets | 164 | (81) |
Accounts payable | (159) | 205 |
Accrued expenses and other liabilities | (325) | (1,387) |
Net cash used in operating activities | (6,295) | (8,373) |
Cash flows from investing activities: | ||
Maturities of short-term investments | 2,750 | 4,250 |
Purchases of property and equipment | (624) | (224) |
Net cash provided by investing activities | 2,126 | 4,026 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock under At-the-Market offering, net of offering costs of $389 | 153 | |
Proceeds from issuance of common stock under employee stock plans | 1,473 | 179 |
Net cash provided by financing activities | 1,626 | 179 |
Net decrease in cash and cash equivalents | (2,543) | (4,168) |
Cash and cash equivalents at beginning of the period | 27,212 | 36,971 |
Cash and cash equivalents at end of the period | 24,669 | 32,803 |
Non-cash investing and financing activities: | ||
Operating lease right-of-use assets exchanged for lease obligations | 637 | 376 |
Supplemental cash flow information: | ||
Net cash paid for income taxes | $ 61 | $ 82 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Statement of Cash Flows [Abstract] | ||
Offering Costs | $ 389 | $ 389 |
1. THE COMPANY AND SUMMARY OF S
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2023 | |
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, 2023. The consolidated results of operations for the six months ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year. Reclassifications Certain amounts in the fiscal 2022 condensed consolidated financial statements have been reclassified to conform to the fiscal 2023 presentation. Significant accounting policies There have been no material changes to our significant accounting policies that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023. Government Agreements From time to time, the Company may enter into agreements with federal government agencies. GAAP does not have specific accounting standards covering agreements between the government and business entities. The Company applies International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance, by analogy when accounting for agreements entered into with the government. Under IAS 20, government grants or awards are initially recognized when there is reasonable assurance the conditions of the grant or award will be met and the grant or award will be received. After initial recognition, government grants or awards are recognized on a systematic basis in a manner consistent with the manner in which the Company recognizes the underlying costs for which the grant or award is intended to compensate. The Company follows ASC 832, Disclosures by Business Entities about Government Assistance, with respect to the disclosures of government grants or awards. . Credit Losses — Marketable Securities For marketable securities in an unrealized loss position, the Company periodically assesses its portfolio for impairment. The assessment first considers the intent or requirement to sell the marketable security. If either of these criteria are met, the amortized cost basis is written down to fair value through earnings. Beginning April 1, 2023, if the criteria above are not met, the Company evaluates whether the decline resulted from credit losses or other factors by considering the extent to which fair value is less than amortized cost, any changes to the rating of the marketable security by a rating agency, and any adverse conditions specifically related to the marketable security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the marketable security is compared to the amortized cost basis of the marketable security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any other impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss. Credit Losses Accounts Receivable Accounts receivable are recorded at the amounts billed less estimated allowances for credit losses for any potential uncollectible amounts. The Company continually monitors customer payments and maintains an allowance for estimated losses resulting from a customer’s inability to make required payments. The Company considers factors such as historical experience, credit quality, age of the accounts receivable balances, and economic conditions that may affect a customer’s ability to pay. Accounts receivable are written-off and charged against an allowance for credit losses when the Company has exhausted collection efforts without success. Risk and uncertainties The decline in the global economic environment due to, among other things, rising interest rates, worldwide inflationary pressures and significant fluctuations in energy prices has affected the business activities of the Company, its customers, suppliers, and other business partners in the fiscal year ended March 31, 2023 and into the six months ended September 30, 2023. Our software development and certain regional sales activities for our APU product offerings occur in Israel. Our Vice President, Associative Computing, along with a team of software development experts are based in our Israel facility. This team is needed for the development of the various levels of software required in the use of our APU product offering. Proof of concept customers for our SAR imagine processing acceleration system are also based in Israel. We are closely monitoring developments in the evolving military conflict with Hamas that began on October 7, 2023 including potential impacts to our business, customers, employees and operations in Israel. At this time, the impact on GSI Technology are uncertain and subject to change given the volatile nature of the situation, but adverse changes in the military conditions in Israel could harm our business and our stock price could decline. The Company believes that during the next 12 months disruptions in the capital markets as a result of rising interest rates, worldwide inflationary pressures, significant fluctuations in energy prices and the decline in the global economic environment could impact general economic activity and demand in the Company’s end markets. Additionally, fluctuations in customer demand due to previous buffer stock purchases during the semiconductor supply shortage may negatively impact near-term revenues. Accounting pronouncements effective for fiscal 2024 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” |
2. REVENUE RECOGNITION
2. REVENUE RECOGNITION | 6 Months Ended |
Sep. 30, 2023 | |
REVENUE RECOGNITION. | |
Note 2 - REVENUE RECOGNITION | NOTE 2—REVENUE RECOGNITION The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. The 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 occurs at the point at which delivery has occurred, title and the risks and rewards of ownership have passed to the customer, and the Company has a right to payment. The Company recognizes 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 has elected to apply the optional exemption practical expedient 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 certain 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 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 September 30, 2023 and March 31, 2023. Substantially all of the Company’s revenue is derived from sales of SRAM products, which represent approximately 98% and 96% of total revenues in the six months ended September 30, 2023 and 2022, respectively. Nokia, the Company’s largest customer, purchases products directly from the Company and through contract manufacturers and distributors. Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 20% and 14% of the Company’s net revenues in the three months ended September 30, 2023 and 2022, respectively, and 27% and 14% of the Company’s net revenues in the six months ended September 30, 2023 and 2022, respectively. See “Note 12 — Segment and Geographic Information” for revenue by shipment destination. The following table presents the Company’s revenue disaggregated by customer type. Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Contract manufacturers $ 1,324 $ 1,671 $ 3,274 $ 3,206 Distribution 4,356 6,813 7,970 14,118 OEMs 28 469 51 538 $ 5,708 $ 8,953 $ 11,295 $ 17,862 |
3. NET LOSS PER COMMON SHARE
3. NET LOSS PER COMMON SHARE | 6 Months Ended |
Sep. 30, 2023 | |
NET LOSS PER COMMON SHARE | |
NOTE 3 - NET LOSS PER COMMON SHARE | NOTE 3—NET LOSS PER COMMON SHARE The Company uses the treasury stock method to calculate the weighted average shares used in computing diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands, except per share amounts) (In thousands, except per share amounts) Net loss $ (4,055) $ (3,228) $ (9,165) $ (7,204) Denominators: Weighted average shares—Basic 25,161 24,554 25,014 24,538 Dilutive effect of employee stock options — — — — Dilutive effect of employee stock purchase plan options — — — — Weighted average shares—Dilutive 25,161 24,554 25,014 24,538 Net loss per common share—Basic $ (0.16) $ (0.13) $ (0.37) $ (0.29) Net loss per common share—Diluted $ (0.16) $ (0.13) $ (0.37) $ (0.29) The following shares of common stock underlying outstanding stock options and unissued ESPP shares, determined on a weighted average basis, were excluded from the computation of diluted net loss per share as they had an anti-dilutive effect: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Shares underlying options and ESPP shares 7,854 8,277 7,862 8,204 |
4. BALANCE SHEET DETAIL
4. BALANCE SHEET DETAIL | 6 Months Ended |
Sep. 30, 2023 | |
BALANCE SHEET DETAIL | |
NOTE 4 - BALANCE SHEET DETAIL | NOTE 4—BALANCE SHEET DETAIL September 30, 2023 March 31, 2023 (In thousands) Inventories: Work-in-progress $ 3,279 $ 3,629 Finished goods 2,289 2,767 Inventory at distributors 9 19 $ 5,577 $ 6,415 September 30, 2023 March 31, 2023 (In thousands) Accounts receivable, net: Accounts receivable $ 3,132 $ 3,531 Less: Allowances for credit losses (48) (60) $ 3,084 $ 3,471 September 30, 2023 March 31, 2023 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ 210 $ 333 Other receivables 168 156 Other prepaid expenses and other current assets 880 925 $ 1,258 $ 1,414 September 30, 2023 March 31, 2023 (In thousands) Property and equipment, net: Computer and other equipment $ 18,842 $ 19,188 Software 4,428 4,428 Land 3,900 3,900 Building and building improvements 3,741 3,741 Furniture and fixtures 102 102 Leasehold improvements 918 910 31,931 32,269 Less: Accumulated depreciation (24,871) (24,846) $ 7,060 $ 7,423 Depreciation expense was $172,000 and $196,000 for the three months ended September 30, 2023 and 2022, respectively, and $388,000 and $393,000 for the six months ended September 30, 2023 and 2022, respectively. The following tables summarize the components of intangible assets and related accumulated amortization balances at September 30, 2023 and March 31, 2023 (in thousands): As of September 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (2,548) 1,672 Software 80 (80) — Total $ 4,890 $ (3,218) $ 1,672 As of March 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (2,430) 1,790 Software 80 (80) — Total $ 4,890 $ (3,100) $ 1,790 Amortization of intangible assets included in cost of revenues was $58,000 and $59,000 for the three months ended September 30, 2023 and 2022, respectively, and $117,000 for each of the six months ended September 30, 2023 and 2022. The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The Company identified a potential impairment indicator for the finite lived intangible assets and performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows of the asset group to the carrying amount as of March 31, 2023. The result of the recoverability test indicated that the sum of the expected future cash flows was greater than the carrying amount of the finite lived intangible assets. Based on the uncertainty of forecasts inherent with a new product, events such as the failure to generate forecasted revenue from the APU product could result in a non-cash impairment charge in future periods. As of September 30, 2023, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Fiscal year ending March 31, 2024 (remaining six months) $ 117 2025 233 2026 233 2027 233 2028 233 Thereafter 623 Total $ 1,672 September 30, 2023 March 31, 2023 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ 3,320 $ 3,441 Accrued commissions 200 214 Income taxes payable 343 345 Outsourced design resources 598 552 Miscellaneous accrued expenses 681 616 $ 5,142 $ 5,168 On November 30, 2022, the Company announced cost reduction initiatives which included an approximate 15% reduction in the Company’s global workforce. The Company incurred $0.3 million in severance related charges during fiscal 2023 including $0.1 million recorded as cost of revenues and $0.2 million recorded as selling, general and administrative expenses. There were no severance related charges in the three and six months ended September 30, 2023 and 2022. |
5. GOODWILL
5. GOODWILL | 6 Months Ended |
Sep. 30, 2023 | |
GOODWILL | |
NOTE 5 - GOODWILL | NOTE 5—GOODWILL Goodwill represents the difference between the purchase price and the estimated fair value of the identifiable assets acquired and liabilities assumed in a business combination. The Company tests for goodwill impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired. The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year. The Company has one reporting unit. The Company had a goodwill balance of $8.0 million as of both September 30, 2023 and March 31, 2023. The goodwill resulted from the acquisition of MikaMonu Group Ltd. in fiscal 2016. The Company completed its annual impairment test during the fourth quarter of fiscal 2023 and concluded that there was no impairment, as the fair value of its sole reporting unit exceeded its carrying value. |
6. INCOME TAXES
6. INCOME TAXES | 6 Months Ended |
Sep. 30, 2023 | |
INCOME TAXES | |
NOTE 6 - INCOME TAXES | NOTE 6—INCOME TAXES The current portion and long-term portion of the Company’s income tax liability related to unrecognized tax benefits was $0 at both September 30, 2023 and March 31, 2023. Due to historical losses in the United States, the Company has a full valuation allowance on its United States federal and state deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. Management believes that within the next twelve months the Company will not have a significant reduction in uncertain tax benefits, including interest and penalties, related to positions taken with respect to credits and loss carryforwards on previously filed tax returns. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Condensed Consolidated Statements of Operations. The Company is subject to taxation in the United States and various state and foreign jurisdictions. Fiscal years 2013 through 2022 remain open to examination by federal tax authorities, and fiscal years 2012 through 2022 remain open to examination by California tax authorities. Fiscal years 2020, 2021, 2022 and 2023 are subject to audit by the Israeli tax authorities. For the six months ended September 30, 2023 and September 30, 2022, the Company incurred income tax expense of $84,000 and $97,000 on net losses before income taxes of ($9.1 million) and ($7.1 million), respectively. The provision was calculated using the annualized effective tax rate method. The Company’s estimated annual effective income tax rate, including discrete items, was approximately (1.53%) and (1.69%) as of September 30, 2023 and 2022, respectively. The annual effective tax rates as of September 30, 2023 and 2022 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 or foreign tax differential. |
7. FINANCIAL INSTRUMENTS
7. FINANCIAL INSTRUMENTS | 6 Months Ended |
Sep. 30, 2023 | |
FINANCIAL INSTRUMENTS | |
NOTE 7 - FINANCIAL INSTRUMENTS | NOTE 7—FINANCIAL INSTRUMENTS Fair value measurements Authoritative accounting guidance for fair value measurements provides a framework for measuring fair value and related disclosures. The guidance applies to all financial assets and financial liabilities that are measured on a recurring basis. The guidance requires fair value measurement to be classified and disclosed in one of the following three categories: Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities. The fair value of available-for-sale securities included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market. As of September 30, 2023, the Level 1 category included money market funds of Level 2: Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. The fair value of available-for-sale securities included in the Level 2 category is based on the market values obtained from an independent pricing service that were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well-established independent pricing vendors and broker-dealers. As of September 30, 2023, the Level 2 category included short-term investments of $651,000, which were comprised of government 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 September 30, 2023, the Company’s Level 3 financial instruments measured at fair value on the Condensed Consolidated Balance Sheets consisted of the contingent consideration liability related to the acquisition of MikaMonu. The fair value of the contingent consideration liability was initially determined as of the acquisition date using unobservable inputs. These inputs included the estimated amount and timing of future cash flows, the probability achievement of the forecast and a risk-adjusted discount rate of approximately 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 September 30, 2023 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 10,778 $ 10,778 $ — $ — Marketable securities 651 — 651 — Total $ 11,429 $ 10,778 $ 651 $ — Liabilities: Contingent consideration $ 728 $ — $ — $ 728 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, 2023 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 7,796 $ 7,796 $ — $ — Marketable securities 3,363 — 3,363 — Total $ 11,159 $ 7,796 $ 3,363 $ — Liabilities: Contingent consideration $ 1,052 $ — $ — $ 1,052 The following table sets forth the changes in fair value of contingent consideration for the six months ended September 30, 2023 and 2022, respectively: Six Months Ended September 30, 2023 2022 (In thousands) Contingent consideration, beginning of period $ 1,052 $ 2,738 Change due to accretion 70 102 Re-measurement of contingent consideration (394) (932) Contingent consideration, end of period $ 728 $ 1,908 Short-term investments All of the Company’s short-term investments are classified as available-for-sale. Available-for-sale debt securities with maturities greater than twelve months are classified as long-term investments when they are not intended for use in current operations. Investments in available-for-sale securities are reported at fair value with unrecognized gains (losses), net of tax, as a component of accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. The Company had money market funds of $10.8 million and $7.8 million at September 30, 2023 and March 31, 2023, 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: September 30, 2023 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Supranational obligations $ 655 $ — $ (4) $ 651 Total short-term investments $ 655 $ — $ (4) $ 651 March 31, 2023 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 1,750 $ — $ (13) $ 1,737 Supranational obligations 654 — (17) 637 Agency bonds 999 — (10) 989 Total short-term investments $ 3,403 $ — $ (40) $ 3,363 The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that do not have an allowance for credit losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position as of September 30, 2023 and March 31, 2023, respectively. September 30, 2023 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss (In thousands) Supranational obligations $ — $ — $ 651 $ (4) $ 651 $ (4) $ — $ — $ 651 $ (4) $ 651 $ (4) March 31, 2023 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss (In thousands) Certificates of deposit $ — $ — $ 1,737 $ (13) $ 1,737 $ (13) Agency bonds — — 990 (10) 990 (10) Supranational obligations — — 636 (17) 636 (17) $ - $ - $ 3,363 $ (40) $ 3,363 $ (40) The Company’s investment portfolio consists of 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. All available-for-sale investment securities are either fully insured or contractual terms of the investment do not permit the issuer to settle the security at a price less than the amortized cost of the investment. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis. The deferred tax asset related to unrecognized gains and losses on short-term investments was $1,000 and $10,000 at September 30, 2023 and March 31, 2023, respectively. As of September 30, 2023, contractual maturities of the Company’s available-for-sale investments were as follows: Fair Cost Value (In thousands) Maturing within one year $ 655 $ 651 Maturing in one to three years — — $ 655 $ 651 The Company classifies its short-term investments as “available-for-sale” as they are intended to be available for use in current operations. |
8. LEASES
8. LEASES | 6 Months Ended |
Sep. 30, 2023 | |
LEASES | |
NOTE 8 - LEASES | NOTE 8—LEASES The Company has operating leases for corporate offices and research and development facilities. The Company’s leases have remaining lease terms of 5 months to 43 months, some of which include options to extend for up to 5 years. On June 29, 2023, the Company entered into a lease agreement in Taiwan, wherein the lease for the Company’s existing office and warehouse space was extended through August 31, 2026. The lease has been extended for a three-year period under substantially the same terms and conditions of the original lease agreement. The Company identified this extension as a lease modification and reassessed the discount rate at the remeasurement date, at 3.9% based on local rates in Taiwan, and the Company has remeasured its ROU asset and lease liability on the condensed consolidated balance sheet using the discount rate that applies as of the date of the modification. Supplemental balance sheet information related to leases was as follows: As of As of September 30, 2023 March 31, 2023 (In thousands) Operating Leases Operating lease right-of-use assets $ 1,031 $ 684 Lease liabilities-current $ 396 $ 413 Lease liabilities-non-current 592 238 Total operating lease liabilities $ 988 $ 651 The following table provides the details of lease costs: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Operating lease cost $ 141 $ 149 $ 284 $ 299 Short-term lease cost 8 8 16 16 $ 149 $ 157 $ 300 $ 315 The following table provides other information related to leases: Six Months Ended September 30, 2023 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 283 $ 298 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 637 $ 376 Weighted-average remaining lease term (years): Operating leases 2.85 2.57 Weighted-average discount rate: Operating leases 4.11% 4.35% The following table provides the maturities of the Company’s operating lease liabilities as of September 30, 2023: Operating Lease Liabilities Fiscal Year (In thousands) 2024 (remaining six months) $ 251 2025 303 2026 305 2027 180 2028 7 Total undiscounted future cash flows 1,046 Less: Imputed interest (58) Present value of undiscounted future cash flows $ 988 Presentation on statement of financial position Current $ 396 Non-current $ 592 |
9. COMMITMENTS AND CONTINGENCIE
9. COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 9 - COMMITMENTS AND CONTINGENCIES | NOTE 9—COMMITMENTS AND CONTINGENCIES Indemnification obligations The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the Company, under which the Company agrees to hold the other party harmless against losses arising from a breach of representations and covenants related to such matters as title to assets sold and certain intellectual property rights. In each of these circumstances, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by it under these agreements. It is not possible to predict the maximum potential amount of future payments that may be required under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material effect on its business, financial condition, cash flows or results of operations. |
10. STOCK-BASED COMPENSATION
10. STOCK-BASED COMPENSATION | 6 Months Ended |
Sep. 30, 2023 | |
STOCK-BASED COMPENSATION | |
NOTE 10 - STOCK-BASED COMPENSATION | NOTE 10—STOCK-BASED COMPENSATION As of September 30, 2023, 3,076,860 shares of common stock were available for grant under the Company’s Amended and Restated 2016 Equity Incentive Plan. The following table summarizes the Company’s stock option activities for the six months ended September 30, 2023: 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, 2023 3,594,851 8,809,160 $ 5.62 Granted (639,053) 639,053 $ 4.55 Exercised — (235,888) $ 5.13 $ 313,926 Forfeited 121,062 (580,193) $ 6.23 Balance at September 30, 2023 3,076,860 8,632,132 5.77 $ 5.51 Options vested and exercisable 5,495,970 4.21 $ 6.04 $ 148,839 Options vested and expected to vest 8,531,774 5.75 $ 5.53 $ 431,582 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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Cost of revenues $ 57 $ 49 $ 124 $ 109 Research and development 369 390 755 741 Selling, general and administrative 250 222 617 449 Total $ 676 $ 661 $ 1,496 $ 1,299 |
11. RELATED PARTY TRANSACTION
11. RELATED PARTY TRANSACTION | 6 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTION | |
NOTE 11 - RELATED PARTY TRANSACTION | NOTE 11—RELATED PARTY TRANSACTION The Company incurred non-recurring engineering service expense and production charges of approximately $0 and $140,000 during the three months ended September 30, 2023 and 2022, respectively, and $0 and $197,000 during the six months ended September 30, 2023 and 2022, respectively, from Wistron Neweb Corp (“WNC”) in connection with the manufacturing of single-APU PCIe boards, to be used in the Company’s in-place associative computing product. Haydn Hsieh, a member of the Company’s board of directors, is the Chairman and Chief Strategy Officer of WNC. The amount owed to WNC, of $0 and $8,000 at September 30, 2023 and March 31, 2023, respectively, is included in accounts payable in the Condensed Consolidated Balance Sheets. |
12. SEGMENT AND GEOGRAPHIC INFO
12. SEGMENT AND GEOGRAPHIC INFORMATION | 6 Months Ended |
Sep. 30, 2023 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
NOTE 12 - SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 12—SEGMENT AND GEOGRAPHIC INFORMATION Based on its operating management and financial reporting structure, the Company has determined that it has one reportable business segment: the design, development and sale of integrated circuits. The following is a summary of net revenues by geographic area based on the location to which product is shipped: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) United States $ 2,948 $ 5,034 $ 6,035 $ 8,601 China 312 310 481 1,198 Singapore 459 1,561 952 3,510 Netherlands 939 785 1,955 1,457 Germany 867 1,015 1,550 2,452 Rest of the world 183 248 322 644 $ 5,708 $ 8,953 $ 11,295 $ 17,862 All sales are denominated in United States dollars. |
13. GOVERNMENT AGREEMENTS
13. GOVERNMENT AGREEMENTS | 6 Months Ended |
Sep. 30, 2023 | |
GOVERNMENT AGREEMENTS | |
NOTE 13 - GOVERNMENT AGREEMENTS | NOTE 13—GOVERNMENT AGREEMENTS In June 2023, the Company entered into a prototype agreement with the Space Development Agency for the development of a Next-Generation Associative Processing Unit-2 for Enhanced Space-Based Capabilities (“Prototype Agreement”). Under the Prototype Agreement, the Company will receive an award funded by the Small Business Innovation Research program. Pursuant to an agreed-upon schedule, the Company will receive milestone payments totaling an estimated $1.25 million upon successful completion of each milestone. The Prototype Agreement is unrelated to the Company’s ordinary business activities. The Company has discretion in managing the activities under the Prototype Agreement and retains all developed intellectual property. The Company applies IAS 20, by analogy, and recognizes the award as a reduction of research and development expenses based on a cost incurred method. During the three and six months ended September 30, 2023, the Company recognized $260,000 as a reduction to research and development expense in the Condensed Consolidated Statements of Operations. As of September 30, 2023, the Company had received total milestone payments of $297,000 under the Prototype Agreement. |
1. THE COMPANY AND SUMMARY OF_2
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
The Company And Summary Of Significant Accounting Policies | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements of GSI Technology, Inc. and its subsidiaries (“GSI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These interim financial statements contain all adjustments (which consist of only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the interim financial information included therein. The Company believes that the disclosures are adequate to make the information not misleading. However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023. The consolidated results of operations for the six months ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year. |
Reclassifications | Reclassifications Certain amounts in the fiscal 2022 condensed consolidated financial statements have been reclassified to conform to the fiscal 2023 presentation. |
Significant accounting policies | Significant accounting policies There have been no material changes to our significant accounting policies that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023. |
Government Agreements | Government Agreements From time to time, the Company may enter into agreements with federal government agencies. GAAP does not have specific accounting standards covering agreements between the government and business entities. The Company applies International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance, by analogy when accounting for agreements entered into with the government. Under IAS 20, government grants or awards are initially recognized when there is reasonable assurance the conditions of the grant or award will be met and the grant or award will be received. After initial recognition, government grants or awards are recognized on a systematic basis in a manner consistent with the manner in which the Company recognizes the underlying costs for which the grant or award is intended to compensate. The Company follows ASC 832, Disclosures by Business Entities about Government Assistance, with respect to the disclosures of government grants or awards. |
Credit Losses-Marketable Securities | Credit Losses — Marketable Securities For marketable securities in an unrealized loss position, the Company periodically assesses its portfolio for impairment. The assessment first considers the intent or requirement to sell the marketable security. If either of these criteria are met, the amortized cost basis is written down to fair value through earnings. Beginning April 1, 2023, if the criteria above are not met, the Company evaluates whether the decline resulted from credit losses or other factors by considering the extent to which fair value is less than amortized cost, any changes to the rating of the marketable security by a rating agency, and any adverse conditions specifically related to the marketable security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the marketable security is compared to the amortized cost basis of the marketable security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any other impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss. |
Credit Losses-Accounts Receivable | Credit Losses Accounts Receivable Accounts receivable are recorded at the amounts billed less estimated allowances for credit losses for any potential uncollectible amounts. The Company continually monitors customer payments and maintains an allowance for estimated losses resulting from a customer’s inability to make required payments. The Company considers factors such as historical experience, credit quality, age of the accounts receivable balances, and economic conditions that may affect a customer’s ability to pay. Accounts receivable are written-off and charged against an allowance for credit losses when the Company has exhausted collection efforts without success. |
Risk and uncertainties | Risk and uncertainties The decline in the global economic environment due to, among other things, rising interest rates, worldwide inflationary pressures and significant fluctuations in energy prices has affected the business activities of the Company, its customers, suppliers, and other business partners in the fiscal year ended March 31, 2023 and into the six months ended September 30, 2023. Our software development and certain regional sales activities for our APU product offerings occur in Israel. Our Vice President, Associative Computing, along with a team of software development experts are based in our Israel facility. This team is needed for the development of the various levels of software required in the use of our APU product offering. Proof of concept customers for our SAR imagine processing acceleration system are also based in Israel. We are closely monitoring developments in the evolving military conflict with Hamas that began on October 7, 2023 including potential impacts to our business, customers, employees and operations in Israel. At this time, the impact on GSI Technology are uncertain and subject to change given the volatile nature of the situation, but adverse changes in the military conditions in Israel could harm our business and our stock price could decline. The Company believes that during the next 12 months disruptions in the capital markets as a result of rising interest rates, worldwide inflationary pressures, significant fluctuations in energy prices and the decline in the global economic environment could impact general economic activity and demand in the Company’s end markets. Additionally, fluctuations in customer demand due to previous buffer stock purchases during the semiconductor supply shortage may negatively impact near-term revenues. |
Accounting pronouncements effective for fiscal 2024 | Accounting pronouncements effective for fiscal 2024 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” |
2. REVENUE RECOGNITION (Tables)
2. REVENUE RECOGNITION (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
REVENUE RECOGNITION. | |
Summary of revenue disaggregated by customer type | Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Contract manufacturers $ 1,324 $ 1,671 $ 3,274 $ 3,206 Distribution 4,356 6,813 7,970 14,118 OEMs 28 469 51 538 $ 5,708 $ 8,953 $ 11,295 $ 17,862 |
3. NET LOSS PER COMMON SHARE (T
3. NET LOSS PER COMMON SHARE (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
NET LOSS PER COMMON SHARE | |
Basic and diluted net loss per share | Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands, except per share amounts) (In thousands, except per share amounts) Net loss $ (4,055) $ (3,228) $ (9,165) $ (7,204) Denominators: Weighted average shares—Basic 25,161 24,554 25,014 24,538 Dilutive effect of employee stock options — — — — Dilutive effect of employee stock purchase plan options — — — — Weighted average shares—Dilutive 25,161 24,554 25,014 24,538 Net loss per common share—Basic $ (0.16) $ (0.13) $ (0.37) $ (0.29) Net loss per common share—Diluted $ (0.16) $ (0.13) $ (0.37) $ (0.29) |
Anti-dilutive shares | Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Shares underlying options and ESPP shares 7,854 8,277 7,862 8,204 |
4. BALANCE SHEET DETAIL (Tables
4. BALANCE SHEET DETAIL (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
BALANCE SHEET DETAIL | |
Schedule of inventories | September 30, 2023 March 31, 2023 (In thousands) Inventories: Work-in-progress $ 3,279 $ 3,629 Finished goods 2,289 2,767 Inventory at distributors 9 19 $ 5,577 $ 6,415 |
Schedule of accounts receivable, net | September 30, 2023 March 31, 2023 (In thousands) Accounts receivable, net: Accounts receivable $ 3,132 $ 3,531 Less: Allowances for credit losses (48) (60) $ 3,084 $ 3,471 |
Schedule of prepaid expenses and other current assets | September 30, 2023 March 31, 2023 (In thousands) Prepaid expenses and other current assets: Prepaid tooling and masks $ 210 $ 333 Other receivables 168 156 Other prepaid expenses and other current assets 880 925 $ 1,258 $ 1,414 |
Schedule of property and equipment, net | September 30, 2023 March 31, 2023 (In thousands) Property and equipment, net: Computer and other equipment $ 18,842 $ 19,188 Software 4,428 4,428 Land 3,900 3,900 Building and building improvements 3,741 3,741 Furniture and fixtures 102 102 Leasehold improvements 918 910 31,931 32,269 Less: Accumulated depreciation (24,871) (24,846) $ 7,060 $ 7,423 |
Schedule of intangible assets | The following tables summarize the components of intangible assets and related accumulated amortization balances at September 30, 2023 and March 31, 2023 (in thousands): As of September 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (2,548) 1,672 Software 80 (80) — Total $ 4,890 $ (3,218) $ 1,672 As of March 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: Product designs $ 590 $ (590) $ — Patents 4,220 (2,430) 1,790 Software 80 (80) — Total $ 4,890 $ (3,100) $ 1,790 |
Estimated future amortization expense of intangible assets | As of September 30, 2023, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): Fiscal year ending March 31, 2024 (remaining six months) $ 117 2025 233 2026 233 2027 233 2028 233 Thereafter 623 Total $ 1,672 |
Schedule of accrued expenses and other liabilities | September 30, 2023 March 31, 2023 (In thousands) Accrued expenses and other liabilities: Accrued compensation $ 3,320 $ 3,441 Accrued commissions 200 214 Income taxes payable 343 345 Outsourced design resources 598 552 Miscellaneous accrued expenses 681 616 $ 5,142 $ 5,168 |
7. FINANCIAL INSTRUMENTS (Table
7. FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 10,778 $ 10,778 $ — $ — Marketable securities 651 — 651 — Total $ 11,429 $ 10,778 $ 651 $ — Liabilities: Contingent consideration $ 728 $ — $ — $ 728 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, 2023 (Level 1) (Level 2) (Level 3) Assets: Money market funds $ 7,796 $ 7,796 $ — $ — Marketable securities 3,363 — 3,363 — Total $ 11,159 $ 7,796 $ 3,363 $ — Liabilities: Contingent consideration $ 1,052 $ — $ — $ 1,052 |
Schedule of changes in fair value of contingent consideration | Six Months Ended September 30, 2023 2022 (In thousands) Contingent consideration, beginning of period $ 1,052 $ 2,738 Change due to accretion 70 102 Re-measurement of contingent consideration (394) (932) Contingent consideration, end of period $ 728 $ 1,908 |
Schedule of available-for-sale investments | September 30, 2023 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Supranational obligations $ 655 $ — $ (4) $ 651 Total short-term investments $ 655 $ — $ (4) $ 651 March 31, 2023 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value (In thousands) Short-term investments: Certificates of deposit $ 1,750 $ — $ (13) $ 1,737 Supranational obligations 654 — (17) 637 Agency bonds 999 — (10) 989 Total short-term investments $ 3,403 $ — $ (40) $ 3,363 |
Schedule of unrealized losses and fair value of investments | September 30, 2023 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss (In thousands) Supranational obligations $ — $ — $ 651 $ (4) $ 651 $ (4) $ — $ — $ 651 $ (4) $ 651 $ (4) March 31, 2023 Less Than 12 Months 12 Months or Greater Total Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss (In thousands) Certificates of deposit $ — $ — $ 1,737 $ (13) $ 1,737 $ (13) Agency bonds — — 990 (10) 990 (10) Supranational obligations — — 636 (17) 636 (17) $ - $ - $ 3,363 $ (40) $ 3,363 $ (40) |
Schedule of contractual maturities of the available-for-sale investments | Fair Cost Value (In thousands) Maturing within one year $ 655 $ 651 Maturing in one to three years — — $ 655 $ 651 |
8. LEASES (Tables)
8. LEASES (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
LEASES | |
Summary of balance sheet information related to leases | As of As of September 30, 2023 March 31, 2023 (In thousands) Operating Leases Operating lease right-of-use assets $ 1,031 $ 684 Lease liabilities-current $ 396 $ 413 Lease liabilities-non-current 592 238 Total operating lease liabilities $ 988 $ 651 |
Summary of components of lease costs | Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Operating lease cost $ 141 $ 149 $ 284 $ 299 Short-term lease cost 8 8 16 16 $ 149 $ 157 $ 300 $ 315 |
Summary of other information related to leases | Six Months Ended September 30, 2023 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 283 $ 298 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 637 $ 376 Weighted-average remaining lease term (years): Operating leases 2.85 2.57 Weighted-average discount rate: Operating leases 4.11% 4.35% |
Summary of maturities of the lease liabilities | Operating Lease Liabilities Fiscal Year (In thousands) 2024 (remaining six months) $ 251 2025 303 2026 305 2027 180 2028 7 Total undiscounted future cash flows 1,046 Less: Imputed interest (58) Present value of undiscounted future cash flows $ 988 Presentation on statement of financial position Current $ 396 Non-current $ 592 |
10. STOCK-BASED COMPENSATION (T
10. STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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, 2023 3,594,851 8,809,160 $ 5.62 Granted (639,053) 639,053 $ 4.55 Exercised — (235,888) $ 5.13 $ 313,926 Forfeited 121,062 (580,193) $ 6.23 Balance at September 30, 2023 3,076,860 8,632,132 5.77 $ 5.51 Options vested and exercisable 5,495,970 4.21 $ 6.04 $ 148,839 Options vested and expected to vest 8,531,774 5.75 $ 5.53 $ 431,582 |
Summary of stock-based compensation expense by line item | Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Cost of revenues $ 57 $ 49 $ 124 $ 109 Research and development 369 390 755 741 Selling, general and administrative 250 222 617 449 Total $ 676 $ 661 $ 1,496 $ 1,299 |
12. SEGMENT AND GEOGRAPHIC IN_2
12. SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
SEGMENT AND GEOGRAPHIC INFORMATION | |
Net revenues by geographic area | Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (In thousands) (In thousands) United States $ 2,948 $ 5,034 $ 6,035 $ 8,601 China 312 310 481 1,198 Singapore 459 1,561 952 3,510 Netherlands 939 785 1,955 1,457 Germany 867 1,015 1,550 2,452 Rest of the world 183 248 322 644 $ 5,708 $ 8,953 $ 11,295 $ 17,862 |
2. REVENUE RECOGNITION (Details
2. REVENUE RECOGNITION (Details) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract [true/false] | true | |||
Warranty period | 3 years | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Concentration risk percentage | 20% | 14% | 27% | 14% |
SRAM Products | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Concentration risk percentage | 98% | 96% | ||
Minimum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Payment terms | 30 days | |||
Maximum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Payment terms | 60 days |
2. REVENUE RECOGNITION - Revenu
2. REVENUE RECOGNITION - Revenue disaggregated (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 5,708 | $ 8,953 | $ 11,295 | $ 17,862 |
Contract Manufacturers | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,324 | 1,671 | 3,274 | 3,206 |
Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 4,356 | 6,813 | 7,970 | 14,118 |
OEMs | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 28 | $ 469 | $ 51 | $ 538 |
3. NET LOSS PER COMMON SHARE (D
3. NET LOSS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
NET LOSS PER COMMON SHARE | ||||
Net loss | $ (4,055) | $ (3,228) | $ (9,165) | $ (7,204) |
Weighted average shares - Basic | 25,161 | 24,554 | 25,014 | 24,538 |
Weighted average shares - Dilutive | 25,161 | 24,554 | 25,014 | 24,538 |
Net loss per common share - Basic | $ (0.16) | $ (0.13) | $ (0.37) | $ (0.29) |
Net loss per common share - Diluted | $ (0.16) | $ (0.13) | $ (0.37) | $ (0.29) |
3. NET LOSS PER COMMON SHARE -
3. NET LOSS PER COMMON SHARE - Shares underlying options (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
NET LOSS PER COMMON SHARE | ||||
Shares underlying options and ESPP shares | 7,854 | 8,277 | 7,862 | 8,204 |
4. BALANCE SHEET DETAIL - Inven
4. BALANCE SHEET DETAIL - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Inventories: | ||
Work-in-progress | $ 3,279 | $ 3,629 |
Finished goods | 2,289 | 2,767 |
Inventory at distributors | 9 | 19 |
Total inventory | $ 5,577 | $ 6,415 |
4. BALANCE SHEET DETAIL - Accou
4. BALANCE SHEET DETAIL - Accounts receivable, net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Accounts receivable, net: | ||
Accounts receivable | $ 3,132 | $ 3,531 |
Less: Allowances for credit losses | (48) | (60) |
Total accounts receivable, net | $ 3,084 | $ 3,471 |
4. BALANCE SHEET DETAIL - Prepa
4. BALANCE SHEET DETAIL - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Prepaid expenses and other current assets: | ||
Prepaid tooling and masks | $ 210 | $ 333 |
Other receivables | 168 | 156 |
Other prepaid expenses and other current assets | 880 | 925 |
Total prepaid expenses and other current assets | $ 1,258 | $ 1,414 |
4. BALANCE SHEET DETAIL - Prope
4. BALANCE SHEET DETAIL - Property and equipment, net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Property and equipment, net: | |||||
Property and equipment, gross | $ 31,931,000 | $ 31,931,000 | $ 32,269,000 | ||
Less: Accumulated depreciation | (24,871,000) | (24,871,000) | (24,846,000) | ||
Total property and equipment, net | 7,060,000 | 7,060,000 | 7,423,000 | ||
Depreciation | 172,000 | $ 196,000 | 388,000 | $ 393,000 | |
Computer and other equipment | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 18,842,000 | 18,842,000 | 19,188,000 | ||
Software | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 4,428,000 | 4,428,000 | 4,428,000 | ||
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 | 3,741,000 | 3,741,000 | 3,741,000 | ||
Furniture and fixtures | |||||
Property and equipment, net: | |||||
Property and equipment, gross | 102,000 | 102,000 | 102,000 | ||
Leasehold improvements | |||||
Property and equipment, net: | |||||
Property and equipment, gross | $ 918,000 | $ 918,000 | $ 910,000 |
4. BALANCE SHEET DETAIL - Intan
4. BALANCE SHEET DETAIL - Intangible assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Gross Carrying Amount | $ 4,890,000 | $ 4,890,000 | $ 4,890,000 | ||
Accumulated Amortization | (3,218,000) | (3,218,000) | (3,100,000) | ||
Total | 1,672,000 | 1,672,000 | 1,790,000 | ||
Amortization of intangible assets | 58,000 | $ 59,000 | 117,000 | $ 117,000 | |
Product Designs | |||||
Gross Carrying Amount | 590,000 | 590,000 | 590,000 | ||
Accumulated Amortization | (590,000) | (590,000) | (590,000) | ||
Patents | |||||
Gross Carrying Amount | 4,220,000 | 4,220,000 | 4,220,000 | ||
Accumulated Amortization | (2,548,000) | (2,548,000) | (2,430,000) | ||
Total | 1,672,000 | 1,672,000 | 1,790,000 | ||
Software. | |||||
Gross Carrying Amount | 80,000 | 80,000 | 80,000 | ||
Accumulated Amortization | $ (80,000) | $ (80,000) | $ (80,000) |
4. BALANCE SHEET DETAIL - Futur
4. BALANCE SHEET DETAIL - Future amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Fiscal year ending March 31, | ||
2024 (remaining six months) | $ 117 | |
2025 | 233 | |
2026 | 233 | |
2027 | 233 | |
2028 | 233 | |
Thereafter | 623 | |
Total | $ 1,672 | $ 1,790 |
4. BALANCE SHEET DETAIL - Accru
4. BALANCE SHEET DETAIL - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Accrued expenses and other liabilities: | ||
Accrued compensation | $ 3,320 | $ 3,441 |
Accrued commissions | 200 | 214 |
Income taxes payable | 343 | 345 |
Outsourced design resources | 598 | 552 |
Miscellaneous accrued expenses | 681 | 616 |
Total accrued expenses and other liabilities | $ 5,142 | $ 5,168 |
4. BALANCE SHEET DETAIL - Addit
4. BALANCE SHEET DETAIL - Additional information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Percentage of reduction in global work force | 15% | |||||
Severance related charges | $ 0 | $ 0 | $ 0 | $ 0 | $ 300 | |
Cost of revenues | ||||||
Severance related charges | 100 | |||||
Selling, General and Administrative Expenses | ||||||
Severance related charges | $ 200 |
5. GOODWILL (Details)
5. GOODWILL (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) segment | Mar. 31, 2023 USD ($) | |
GOODWILL | ||
Number of reporting units | segment | 1 | |
Goodwill | $ 7,978 | $ 7,978 |
Goodwill impairment | $ 0 |
6. INCOME TAXES - Unrecognized
6. INCOME TAXES - Unrecognized tax benefits (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
INCOME TAXES | |||||
Unrecognized tax benefits, current | $ 0 | $ 0 | $ 0 | ||
Provision for income taxes | 33,000 | $ 37,000 | 84,000 | $ 97,000 | |
Income (loss) before income taxes | $ (4,022,000) | $ (3,191,000) | $ (9,081,000) | $ (7,107,000) | |
Effective annual income tax rate (as a percentage) | (1.53%) | (1.69%) |
7. FINANCIAL INSTRUMENTS (Detai
7. FINANCIAL INSTRUMENTS (Details) | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Nov. 23, 2015 |
Fair value measurements | |||
Discount rate | 15.9 | 14.8 | |
Short-term investments | $ 651,000 | $ 3,363,000 | |
Minimum | |||
Fair value measurements | |||
Probability rate | 0.25 | ||
Maximum | |||
Fair value measurements | |||
Probability rate | 0.70 | ||
Fair Value, Inputs, Level 2 | Available-for-sale Securities | |||
Fair value measurements | |||
Short-term investments | $ 651,000 | ||
Other accrued expenses | |||
Fair value measurements | |||
Contingent consideration liability | 728,000 | 1,100,000 | |
Fair Value, Measurements, Recurring | |||
Fair value measurements | |||
Assets | 11,429,000 | 11,159,000 | |
Liabilities | 728,000 | 1,052,000 | |
Fair Value, Measurements, Recurring | Money Market Funds | |||
Fair value measurements | |||
Money market funds | 10,778,000 | 7,796,000 | |
Fair Value, Measurements, Recurring | Available-for-sale Securities | |||
Fair value measurements | |||
Marketable securities | 651,000 | 3,363,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | |||
Fair value measurements | |||
Assets | 10,778,000 | 7,796,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Money Market Funds | |||
Fair value measurements | |||
Money market funds | 10,778,000 | 7,796,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Fair value measurements | |||
Assets | 651,000 | 3,363,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Available-for-sale Securities | |||
Fair value measurements | |||
Marketable securities | 651,000 | 3,363,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Fair value measurements | |||
Liabilities | $ 728,000 | $ 1,052,000 |
7. FINANCIAL INSTRUMENTS - Chan
7. FINANCIAL INSTRUMENTS - Change in contingent consideration (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Changes in fair value of contingent consideration | ||
Contingent consideration, beginning of period | $ 1,052 | $ 2,738 |
Change due to accretion | 70 | 102 |
Re-measurement of contingent consideration | (394) | (932) |
Contingent consideration, end of period | $ 728 | $ 1,908 |
7. FINANCIAL INSTRUMENTS - Avai
7. FINANCIAL INSTRUMENTS - Available-for-sale investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Available-for-sale investments | ||
Cost | $ 655 | |
Total | 651 | |
Short-term Investments | ||
Available-for-sale investments | ||
Cost | 655 | $ 3,403 |
Gross Unrealized Losses | (4) | (40) |
Total | 651 | 3,363 |
Short-term investments, Certificates of deposit | ||
Available-for-sale investments | ||
Cost | 1,750 | |
Gross Unrealized Losses | (13) | |
Total | 1,737 | |
Short-term investments, Supranational obligations | ||
Available-for-sale investments | ||
Cost | 655 | 654 |
Gross Unrealized Losses | (4) | (17) |
Total | $ 651 | 637 |
Short-term investments, Agency bonds | ||
Available-for-sale investments | ||
Cost | 999 | |
Gross Unrealized Losses | (10) | |
Total | $ 989 |
7. FINANCIAL INSTRUMENTS - Unre
7. FINANCIAL INSTRUMENTS - Unrealized losses and fair value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Fair Value | ||
12 Months or Greater, Fair Value | $ 651 | $ 3,363 |
Total, Fair Value | 651 | 3,363 |
Unrealized Loss | ||
12 Months or Greater, Unrealized Loss | (4) | (40) |
Total, Unrealized Loss | (4) | (40) |
Certificates of deposit | ||
Fair Value | ||
12 Months or Greater, Fair Value | 1,737 | |
Total, Fair Value | 1,737 | |
Unrealized Loss | ||
12 Months or Greater, Unrealized Loss | (13) | |
Total, Unrealized Loss | (13) | |
Agency bonds | ||
Fair Value | ||
12 Months or Greater, Fair Value | 990 | |
Total, Fair Value | 990 | |
Unrealized Loss | ||
12 Months or Greater, Unrealized Loss | (10) | |
Total, Unrealized Loss | (10) | |
Supranational obligations | ||
Fair Value | ||
12 Months or Greater, Fair Value | 651 | 636 |
Total, Fair Value | 651 | 636 |
Unrealized Loss | ||
12 Months or Greater, Unrealized Loss | (4) | (17) |
Total, Unrealized Loss | $ (4) | $ (17) |
7. FINANCIAL INSTRUMENTS - Othe
7. FINANCIAL INSTRUMENTS - Other information (Details) - USD ($) | 6 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | |
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 | $ 1,000 | $ 10,000 |
7. FINANCIAL INSTRUMENTS - Cont
7. FINANCIAL INSTRUMENTS - Contractual maturities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
FINANCIAL INSTRUMENTS | |
Maturing within one year, Cost | $ 655 |
Total | 655 |
Maturing within one year, Fair Value | 651 |
Total | $ 651 |
8. LEASES - Operating leases (D
8. LEASES - Operating leases (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2023 | Jun. 29, 2023 | Mar. 31, 2023 | |
Leases | |||
Operating lease, option to extend | true | ||
Operating lease, renewal term | 5 years | 3 years | |
Operating lease, discount rate | 3.90% | ||
Operating lease right-of-use assets | $ 1,031 | $ 684 | |
Lease liabilities, current | 396 | 413 | |
Lease liabilities, non-current | 592 | 238 | |
Total operating lease liabilities | $ 988 | $ 651 | |
Minimum | |||
Leases | |||
Operating lease, term of lease | 5 months | ||
Maximum | |||
Leases | |||
Operating lease, term of lease | 43 months |
8. LEASES - Lease costs (Detail
8. LEASES - Lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Components of lease costs | ||||
Operating lease cost | $ 141 | $ 149 | $ 284 | $ 299 |
Short-term lease cost | 8 | 8 | 16 | 16 |
Lease costs | $ 149 | $ 157 | $ 300 | $ 315 |
8. LEASES - Other information (
8. LEASES - Other information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 283 | $ 298 |
Right-of-use assets obtained in exchange for lease obligations - Operating leases | $ 637 | $ 376 |
Weighted-average remaining lease term (years) - Operating leases | 2 years 10 months 6 days | 2 years 6 months 25 days |
Weighted-average discount rate - Operating leases | 4.11% | 4.35% |
8. LEASES - Maturity of lease l
8. LEASES - Maturity of lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Maturity of Lease Liabilities | ||
2024 (remaining six months) | $ 251 | |
2025 | 303 | |
2026 | 305 | |
2027 | 180 | |
2028 | 7 | |
Total undiscounted future cash flows | 1,046 | |
Less: Imputed interest | (58) | |
Total operating lease liabilities | 988 | $ 651 |
Current | 396 | 413 |
Non-current | $ 592 | $ 238 |
10. STOCK-BASED COMPENSATION -
10. STOCK-BASED COMPENSATION - Stock option activities (Details) | 6 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
STOCK-BASED COMPENSATION | |
Shares available for grant, Beginning | 3,594,851 |
Granted (in shares) | (639,053) |
Forfeited (in shares) | 121,062 |
Shares available for grant, Ending | 3,076,860 |
Number of Shares Underlying Options Outstanding | |
Balance at the beginning of the period (in shares) | 8,809,160 |
Granted (in shares) | 639,053 |
Exercised (in shares) | (235,888) |
Forfeited (in shares) | (580,193) |
Balance at the end of the period (in shares) | 8,632,132 |
Options vested and exercisable (in shares) | 5,495,970 |
Options vested and expected to vest (in shares) | 8,531,774 |
Weighted Average Remaining Contractual Life | |
Options weighted average remaining contractual life | 5 years 9 months 7 days |
Options vested and exercisable | 4 years 2 months 15 days |
Options vested and expected to vest | 5 years 9 months |
Weighted Average Exercise Price | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 5.62 |
Granted (in dollars per share) | $ / shares | 4.55 |
Exercised (in dollars per share) | $ / shares | 5.13 |
Forfeited (in dollars per share) | $ / shares | 6.23 |
Balance at the end of the period (in dollars per share) | $ / shares | 5.51 |
Options vested and exercisable (in dollars per share) | $ / shares | 6.04 |
Options vested and expected to vest (in dollars per share) | $ / shares | $ 5.53 |
Intrinsic Value | |
Exercised (in dollars) | $ | $ 313,926 |
Options vested and exercisable (in dollars) | $ | 148,839 |
Options vested and expected to vest (in dollars) | $ | $ 431,582 |
10. STOCK-BASED COMPENSATION _2
10. STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | $ 676 | $ 661 | $ 1,496 | $ 1,299 |
Cost of Revenues | ||||
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | 57 | 49 | 124 | 109 |
Research and Development Expense | ||||
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | 369 | 390 | 755 | 741 |
Selling, General and Administrative Expenses | ||||
Stock-based compensation expense by line item | ||||
Stock-based compensation expense | $ 250 | $ 222 | $ 617 | $ 449 |
11. RELATED PARTY TRANSACTION (
11. RELATED PARTY TRANSACTION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Amount owed to WNC | $ 0 | $ 0 | $ 8,000 | ||
Non-Recurring Engineering Services | Wistron Neweb Corp | |||||
Related Party Transaction [Line Items] | |||||
Non-recurring engineering service expense | $ 0 | $ 140,000 | $ 0 | $ 197,000 |
12. SEGMENT AND GEOGRAPHIC IN_3
12. SEGMENT AND GEOGRAPHIC INFORMATION - Revenue (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Net revenues by geographic area | ||||
Net revenues | $ 5,708 | $ 8,953 | $ 11,295 | $ 17,862 |
Number of reporting units | segment | 1 | |||
United States | ||||
Net revenues by geographic area | ||||
Net revenues | 2,948 | 5,034 | $ 6,035 | 8,601 |
China | ||||
Net revenues by geographic area | ||||
Net revenues | 312 | 310 | 481 | 1,198 |
Singapore | ||||
Net revenues by geographic area | ||||
Net revenues | 459 | 1,561 | 952 | 3,510 |
Netherlands | ||||
Net revenues by geographic area | ||||
Net revenues | 939 | 785 | 1,955 | 1,457 |
Germany | ||||
Net revenues by geographic area | ||||
Net revenues | 867 | 1,015 | 1,550 | 2,452 |
Rest of the world | ||||
Net revenues by geographic area | ||||
Net revenues | $ 183 | $ 248 | $ 322 | $ 644 |
13. GOVERNMENT AGREEMENTS (Deta
13. GOVERNMENT AGREEMENTS (Details) - Small Business Innovation Research program - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | |
Government Assistance [Line Items] | |||
Milestone payments receivable | $ 1,250,000 | ||
Amount recognized | $ 260,000 | $ 260,000 | |
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration] | Research and Development Expense | Research and Development Expense | |
Total milestone payments received | $ 297,000 | $ 297,000 |