GSI TECHNOLOGY INC 10-Q

Item 1. Financial Statements ​ GSI TECHNOLOGY, INC. ​ CONDENSED CONSOLIDATED BALANCE SHEET S ​ (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ March 31, ​ ​ ​ 2022 2022 ​ ​ (In thousands, except share and per share amounts) ​ ASSETS ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents $ 31,870 $ 36,971 ​ Short-term investments ​ 3,331 ​ 6,992 ​ Accounts receivable, net ​ 3,644 ​ 4,518 ​ Inventories ​ 6,199 ​ 4,655 ​ Prepaid expenses and other current assets ​ 1,318 ​ 1,555 ​ Total current assets ​ 46,362 ​ 54,691 ​ Property and equipment, net ​ 6,995 ​ 7,359 ​ Operating lease right-of-use assets ​ ​ 838 ​ ​ 889 ​ Long-term investments ​ — ​ 3,345 ​ Goodwill ​ ​ 7,978 ​ ​ 7,978 ​ Intangible assets, net ​ ​ 1,848 ​ ​ 2,023 ​ Deposits ​ 127 ​ 137 ​ Total assets $ 64,148 $ 76,422 ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ Accounts payable ($ 4 and $ 32 to a related party) $ 1,556 $ 1,474 ​ Lease liabilities, current ​ ​ 500 ​ ​ 537 ​ Accrued expenses and other liabilities ​ 5,088 ​ 6,850 ​ Total current liabilities ​ 7,144 ​ 8,861 ​ Deferred tax liability ​ 11 ​ 11 ​ Lease liabilities, non-current ​ ​ 300 ​ ​ 361 ​ Contingent consideration, non-current ​ ​ 1,893 ​ ​ 2,738 ​ Total liabilities ​ 9,348 ​ 11,971 ​ Commitments and contingencies (Note 9) ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Preferred stock: $ 0.001 par value authorized: 5,000,000 shares; issued and outstanding: none ​ — ​ — ​ Common Stock: $ 0.001 par value authorized: 150,000,000 shares; issued and outstanding : 24,685,059 and 24,486,239 shares, respectively ​ 25 ​ 24 ​ Additional paid-in capital ​ 55,438 ​ 53,083 ​ Accumulated other comprehensive loss ​ ( 145 ) ​ ( 154 ) ​ Retained earnings (deficit) ​ ( 518 ) ​ 11,498 ​ Total stockholders’ equity ​ 54,800 ​ 64,451 ​ Total liabilities and stockholders’ equity $ 64,148 $ 76,422 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 2 Table of Contents ​ GSI TECHNOLOGY, INC. ​ CONDENSED CONSOLIDATED STATEMENTS OF OPERATION S ​ (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ Nine Months Ended December 31, ​ ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ ​ (In thousands, except per share amounts) ​ (In thousands, except per share amounts) ​ Net revenues $ 6,447 $ 8,065 $ 24,309 $ 24,653 ​ Cost of revenues ($ 4 , $ 268 , $ 201 and $ 349 to a related party) ​ 2,741 ​ 3,603 ​ 9,636 ​ 11,232 ​ Gross profit ​ 3,706 ​ 4,462 ​ 14,673 ​ 13,421 ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ 5,529 ​ ​ 6,152 ​ ​ 18,543 ​ ​ 18,162 ​ Selling, general and administrative ​ 2,966 ​ ​ 2,842 ​ ​ 8,066 ​ ​ 8,669 ​ Total operating expenses ​ 8,495 ​ 8,994 ​ 26,609 ​ 26,831 ​ Loss from operations ​ ( 4,789 ) ​ ( 4,532 ) ​ ( 11,936 ) ​ ( 13,410 ) ​ Interest income, net ​ 118 ​ ​ 20 ​ ​ 195 ​ ​ 60 ​ Other expense, net ​ ( 57 ) ​ ​ ( 5 ) ​ ​ ( 94 ) ​ ​ ( 73 ) ​ Loss before income taxes ​ ( 4,728 ) ​ ( 4,517 ) ​ ( 11,835 ) ​ ( 13,423 ) ​ Provision (benefit) for income taxes ​ 84 ​ ​ 64 ​ ​ 181 ​ ​ ( 66 ) ​ Net loss $ ( 4,812 ) $ ( 4,581 ) $ ( 12,016 ) $ ( 13,357 ) ​ Net loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic $ ( 0.20 ) $ ( 0.19 ) $ ( 0.49 ) $ ( 0.55 ) ​ Diluted $ ( 0.20 ) $ ( 0.19 ) $ ( 0.49 ) $ ( 0.55 ) ​ Weighted average shares used in per share calculations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 24,621 ​ 24,406 ​ ​ 24,566 ​ ​ 24,244 ​ Diluted ​ 24,621 ​ 24,406 ​ ​ 24,566 ​ ​ 24,244 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 3 Table of Contents ​ GSI TECHNOLOGY, INC. ​ CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS ​ (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ Nine Months Ended December 31, ​ ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ ​ (In thousands) ​ (In thousands) ​ Net loss $ ( 4,812 ) $ ( 4,581 ) $ ( 12,016 ) $ ( 13,357 ) ​ Net unrealized gain (loss) on available-for-sale investments ​ 34 ​ ( 29 ) ​ 9 ​ ( 60 ) ​ Total comprehensive loss $ ( 4,778 ) $ ( 4,610 ) $ ( 12,007 ) $ ( 13,417 ) ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 4 Table of Contents ​ GSI TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Retained ​ Stockholders' ​ Shares Amount Capital Income (Loss) Earnings (Deficit) Equity Three months ended December 31, 2022 ​ (In thousands, except share amounts) Balance, September 30, 2022 ​ 24,553,753 ​ $ 25 ​ $ 54,560 ​ $ ( 179 ) ​ $ 4,294 ​ $ 58,700 Issuance of common stock under employee stock option plans ​ 131,306 ​ ​ — ​ ​ 223 ​ ​ — ​ ​ — ​ ​ 223 Stock-based compensation expense ​ — ​ ​ — ​ ​ 655 ​ ​ — ​ ​ — ​ ​ 655 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,812 ) ​ ​ ( 4,812 ) Net unrealized gain on available-for-sale investments ​ — ​ ​ — ​ ​ — ​ ​ 34 ​ ​ — ​ ​ 34 Balance, December 31, 2022 ​ 24,685,059 ​ $ 25 ​ $ 55,438 ​ $ ( 145 ) ​ $ ( 518 ) ​ $ 54,800 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, September 30, 2021 ​ 24,328,128 ​ $ 24 ​ $ 50,858 ​ $ ( 51 ) ​ $ 19,090 ​ $ 69,921 Issuance of common stock under employee stock option plans ​ 154,424 ​ ​ — ​ ​ 756 ​ ​ — ​ ​ — ​ ​ 756 Stock-based compensation expense ​ — ​ ​ — ​ ​ 740 ​ ​ — ​ ​ — ​ ​ 740 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,581 ) ​ ​ ( 4,581 ) Net unrealized loss on available-for-sale investments ​ — ​ ​ — ​ ​ — ​ ​ ( 29 ) ​ ​ — ​ ​ ( 29 ) Balance, December 31, 2021 ​ 24,482,552 ​ $ 24 ​ $ 52,354 ​ $ ( 80 ) ​ $ 14,509 ​ $ 66,807 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Retained ​ Stockholders' ​ Shares Amount Capital Income (Loss) Earnings (Deficit) Equity Nine months ended December 31, 2022 ​ (In thousands, except share amounts) Balance, March 31, 2022 ​ 24,486,239 ​ $ 24 ​ $ 53,083 ​ $ ( 154 ) ​ $ 11,498 ​ $ 64,451 Issuance of common stock under employee stock option plans ​ 198,820 ​ ​ 1 ​ ​ 401 ​ ​ — ​ ​ — ​ ​ 402 Stock-based compensation expense ​ — ​ ​ — ​ ​ 1,954 ​ ​ — ​ ​ — ​ ​ 1,954 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 12,016 ) ​ ​ ( 12,016 ) Net unrealized gain on available-for-sale investments ​ — ​ ​ — ​ ​ — ​ ​ 9 ​ ​ — ​ ​ 9 Balance, December 31, 2022 ​ 24,685,059 ​ $ 25 ​ $ 55,438 ​ $ ( 145 ) ​ $ ( 518 ) ​ $ 54,800 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, March 31, 2021 ​ 24,020,276 ​ $ 24 ​ $ 47,722 ​ $ ( 20 ) ​ $ 27,866 ​ $ 75,592 Issuance of common stock under employee stock option plans ​ 462,276 ​ ​ — ​ ​ 2,353 ​ ​ — ​ ​ — ​ ​ 2,353 Stock-based compensation expense ​ — ​ ​ — ​ ​ 2,279 ​ ​ — ​ ​ — ​ ​ 2,279 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 13,357 ) ​ ​ ( 13,357 ) Net unrealized loss on available-for-sale investments ​ — ​ ​ — ​ ​ — ​ ​ ( 60 ) ​ ​ — ​ ​ ( 60 ) Balance, December 31, 2021 ​ 24,482,552 ​ $ 24 ​ $ 52,354 ​ $ ( 80 ) ​ $ 14,509 ​ $ 66,807 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 5 Table of Contents GSI TECHNOLOGY, INC. ​ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW S ​ (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended December 31, ​ ​ ​ 2022 ​ 2021 ​ ​ (In thousands) ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net loss $ ( 12,016 ) $ ( 13,357 ) ​ Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts and other ​ ( 17 ) ​ ( 85 ) ​ Provision for excess and obsolete inventories ​ 166 ​ 330 ​ Non-cash lease expense ​ ​ 427 ​ ​ 291 ​ Change in fair value of contingent consideration ​ ​ ( 845 ) ​ ​ 68 ​ Depreciation and amortization ​ 763 ​ 752 ​ Stock-based compensation ​ 1,954 ​ 2,279 ​ Amortization of premium on investments ​ 15 ​ 59 ​ Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 891 ​ 702 ​ Inventories ​ ( 1,710 ) ​ ( 723 ) ​ Prepaid expenses and other assets ​ 247 ​ ( 870 ) ​ Accounts payable ​ 116 ​ 792 ​ Accrued expenses and other liabilities ​ ( 2,236 ) ​ ( 180 ) ​ Net cash used in operating activities ​ ( 12,245 ) ​ ( 9,942 ) ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Purchase of investments ​ ​ — ​ ​ ( 7,163 ) ​ Maturities of short-term investments ​ 7,000 ​ ​ 7,384 ​ Purchases of property and equipment ​ ( 258 ) ​ ​ ( 541 ) ​ Net cash provided by (used in) investing activities ​ 6,742 ​ ( 320 ) ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Proceeds from issuance of common stock under employee stock plans ​ 402 ​ ​ 2,353 ​ Net cash provided by financing activities ​ 402 ​ 2,353 ​ Net decrease in cash and cash equivalents ​ ( 5,101 ) ​ ( 7,909 ) ​ Cash and cash equivalents at beginning of the period ​ 36,971 ​ ​ 44,234 ​ Cash and cash equivalents at end of the period $ 31,870 $ 36,325 ​ Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ Purchases of property and equipment through accounts payable and accruals ​ $ — ​ $ 26 ​ Operating lease right-of-use assets exchanged for lease obligations ​ ​ 376 ​ ​ 174 ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ Net cash paid for income taxes $ 139 $ 54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 6 Table of Contents ​ GSI TECHNOLOGY, INC. ​ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ​ (Unaudited) ​ NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ​ Basis of presentation ​ The accompanying unaudited condensed consolidated financial statements of GSI Technology, Inc. and its subsidiaries (“GSI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These interim financial statements contain all adjustments (which consist of only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the interim financial information included therein. The Company believes that the disclosures are adequate to make the information not misleading. However, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. ​ The consolidated results of operations for the nine months ended December 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year. ​ Reclassifications ​ Certain amounts in the fiscal 2022 condensed consolidated financial statements have been reclassified to conform to the fiscal 2023 presentation. ​ Significant accounting policies ​ There have been no material changes to our significant accounting policies that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. ​ Risk and uncertainties ​ The COVID-19 global pandemic has affected the business activities of the Company, its customers, suppliers and other business partners. Governments in affected regions have implemented, and may continue to implement, safety precautions including quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including the Company and its employees, took additional steps to avoid or reduce infection, including limiting travel and working from home. These measures have disrupted normal business operations and have had significant negative impacts on businesses and financial markets worldwide. ​ The Company continues to monitor its operations and government recommendations and has made modifications to its normal operations because of the COVID-19 global pandemic. Since the outbreak of COVID-19, aside from supply chain shortages from the lengthening of lead times for wafers and assembly services and the impact of ongoing and expected price increases, including a 20 % increase in the cost of wafers received in early calendar 2022 and a 6 % increase in early calendar 2023, the Company has experienced minimal impact, and continues to experience minimal impact, on its manufacturing operations in Taiwan. Final testing of the Company’s products is conducted in house in both the US and Taiwan. The Company’s revenues were impacted by changes in customer buying patterns and communication limitations related to COVID-19 restrictions that required a significant number of its customer contacts to work from home. The Company’s results for the fiscal years ended March 31, 2022 and 2021 demonstrated the challenges that the Company has faced during the COVID-19 global pandemic, which has restricted the activities of the Company’s sales force and distributors, reduced customer demand and 7 Table of Contents caused the postponement of investment in certain customer sectors. These challenges have also impacted the Company as it entered new markets and engaged with target customers to sell its new APU product. Industry conferences and on-site training workshops, which are typically used for building a sales pipeline, were limited, and continue to be limited due to COVID-19 related restrictions. The Company adapted its sales strategies for the COVID-19 environment, where it could not do face-to-face meetings and conduct secure meetings with government and defense customers. In addition to the continuing COVID-19 global pandemic, the recent military conflict in Ukraine, the rapid rise in energy prices, worldwide inflationary pressures, rising interest rates and decline in the global economic environment may have an adverse impact on the Company’s business and financial condition. ​ The Company believes that during the next 12 months the COVID-19 global pandemic could impact general economic activity and demand in its end markets. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak, if the pandemic continues, it will have an adverse effect on the Company’s results of operations, financial position, including potential impairments, and liquidity in fiscal year 2023. The Company has made estimates of the impact of COVID-19 within its condensed consolidated financial statements and there may be changes to those estimates in future periods that could be material. ​ Accounting pronouncements not yet effective for fiscal 2023 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted beginning April 1, 2019. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements. ​ ​ NOTE 2—REVENUE RECOGNITION The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. The majority of the Company’s customer contracts, which may be in the form of purchase orders, contracts or purchase agreements, contain performance obligations for delivery of agreed upon products. Delivery of all performance obligations contained within a contract with a customer typically occurs at the same time (or within the same accounting period). Transfer of control typically occurs at the point at which delivery has occurred, title and the risks and rewards of ownership have passed to the customer, and the Company has a right to payment. For all transactions apart from consignment sales, the Company will generally recognize revenue upon shipment of the product. For consignment sales, which are infrequent, revenue is recognized at the time that the product is pulled from consignment warehouses. Because all of the Company’s performance obligations 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, 8 Table of Contents specifically commission expenses that have a period of benefit of less than twelve months, as an expense when incurred. Additionally, the Company has adopted an accounting policy to recognize shipping costs that occur after control transfers to the customer as a fulfillment activity. The Company’s contracts with customers do not typically include extended payment terms. Payment terms vary by contract type and type of customer and generally range from 30 to 60 days from shipment. Additionally, the Company has right to payment upon shipment. The Company records revenue net of sales tax, value added tax, excise tax and other taxes collected concurrent with product sales. The impact of such taxes on products sales is immaterial. The Company has also elected to recognize the cost for freight and shipping when control over the products sold passes to customers and revenue is recognized. The Company warrants its products to be free of defects generally for a period of three years . The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of revenues. Warranty costs and the accrued warranty liability were not material as of December 31, 2022 and March 31, 2022. The majority of the Company’s revenue is derived from sales of SRAM products, which represent approximately 98 % and 96 % of total revenues in the three months ended December 31, 2022 and 2021, respectively and 97 % and 98 % of total revenues in the nine months ended December 31, 2022 and 2021, respectively. Nokia, the Company’s largest customer, purchases products directly from the Company and through contract manufacturers and distributors. Based on information provided to the Company by its contract manufacturers and distributors, purchases by Nokia represented approximately 20 % and 24 % of the Company’s net revenues in the three months ended December 31, 2022 and 2021, respectively, and 16 % and 31 % of the Company’s net revenues in the nine months ended December 31, 2022 and 2021, respectively. See “Note 12 — Segment and Geographic Information” for revenue by shipment destination. The following table presents the Company’s revenue disaggregated by customer type. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ Nine Months Ended December 31, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ ​ (In thousands) ​ (In thousands) Contract manufacturers $ 1,391 $ 2,295 $ 4,597 $ 8,146 Distribution ​ ​ 4,992 ​ ​ 5,668 ​ ​ 19,110 ​ ​ 15,877 OEMs ​ ​ 64 ​ ​ 102 ​ ​ 602 ​ ​ 630 ​ ​ $ 6,447 ​ $ 8,065 ​ $ 24,309 ​ $ 24,653 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 9 Table of Contents NOTE 3—NET LOSS PER COMMON SHARE ​ The Company uses the treasury stock method to calculate the weighted average shares used in computing diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ Nine Months Ended December 31, ​ ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ ​ ​ (In thousands, except per share amounts) ​ (In thousands, except per share amounts) ​ Net loss $ ( 4,812 ) $ ( 4,581 ) $ ( 12,016 ) $ ( 13,357 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominators: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares—Basic ​ 24,621 ​ ​ 24,406 ​ ​ 24,566 ​ ​ 24,244 ​ Dilutive effect of employee stock options ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Dilutive effect of employee stock purchase plan options ​ — ​ ​ — ​ ​ — ​ ​ — ​ Weighted average shares—Dilutive ​ 24,621 ​ 24,406 ​ 24,566 ​ 24,244 ​ Net loss per common share—Basic $ ( 0.20 ) $ ( 0.19 ) $ ( 0.49 ) ​ $ ( 0.55 ) ​ Net loss per common share—Diluted $ ( 0.20 ) $ ( 0.19 ) $ ( 0.49 ) ​ $ ( 0.55 ) ​ ​ The following shares of common stock underlying outstanding stock options, determined on a weighted average basis, were excluded from the computation of diluted net loss per share as they had an anti-dilutive effect: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ Nine Months Ended December 31, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ ​ (In thousands) ​ (In thousands) Shares underlying options and ESPP shares 8,797 ​ 6,552 ​ 8,492 ​ 6,136 ​ ​ ​ NOTE 4—BALANCE SHEET DETAIL ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ March 31, 2022 ​ ​ (In thousands) ​ Inventories: ​ ​ ​ Work-in-progress $ 3,738 $ 3,085 ​ Finished goods ​ 2,452 ​ 1,555 ​ Inventory at distributors ​ 9 ​ 15 ​ ​ $ 6,199 $ 4,655 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ March 31, 2022 ​ ​ (In thousands) ​ Accounts receivable, net: ​ ​ ​ ​ ​ ​ ​ Accounts receivable $ 3,708 $ 4,599 ​ Less: Allowances for doubtful accounts and other ​ ( 64 ) ​ ( 81 ) ​ ​ $ 3,644 $ 4,518 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ March 31, 2022 ​ ​ (In thousands) ​ Prepaid expenses and other current assets: ​ ​ ​ ​ ​ ​ ​ Prepaid tooling and masks ​ $ 503 ​ $ 68 ​ Other receivables ​ ​ 167 ​ ​ 226 ​ Other prepaid expenses and other current assets ​ ​ 648 ​ ​ 1,261 ​ ​ ​ $ 1,318 ​ $ 1,555 ​ ​ ​ 10 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ March 31, 2022 ​ ​ (In thousands) ​ Property and equipment, net: ​ ​ ​ ​ ​ ​ ​ Computer and other equipment ​ $ 18,593 ​ $ 18,415 ​ Software ​ ​ 4,428 ​ ​ 4,425 ​ Land ​ ​ 3,900 ​ ​ 3,900 ​ Building and building improvements ​ ​ 3,738 ​ ​ 3,735 ​ Furniture and fixtures ​ ​ 102 ​ ​ 102 ​ Leasehold improvements ​ ​ 910 ​ ​ 878 ​ ​ ​ ​ 31,671 ​ ​ 31,455 ​ Less: Accumulated depreciation ​ ​ ( 24,676 ) ​ ​ ( 24,096 ) ​ ​ ​ $ 6,995 ​ $ 7,359 ​ ​ Depreciation expense was $ 195,000 and $ 193,000 for the three months ended December 31, 2022 and 2021, respectively, and $ 588,000 and $ 577,000 for the nine months ended December 31, 2022 and 2021, respectively. ​ ​ The following tables summarize the components of intangible assets and related accumulated amortization balances at December 31, 2022 and March 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 ​ ​ Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: ​ ​ ​ ​ ​ ​ ​ Product designs ​ $ 590 ​ $ ( 590 ) ​ $ — ​ Patents ​ ​ 4,220 ​ ​ ( 2,372 ) ​ ​ 1,848 ​ Software ​ ​ 80 ​ ​ ( 80 ) ​ ​ — ​ Total ​ $ 4,890 ​ $ ( 3,042 ) ​ $ 1,848 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2022 ​ ​ Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Product designs ​ $ 590 ​ $ ( 590 ) ​ $ — ​ Patents ​ ​ 4,220 ​ ​ ( 2,197 ) ​ ​ 2,023 ​ Software ​ ​ 80 ​ ​ ( 80 ) ​ ​ — ​ Total ​ $ 4,890 ​ $ ( 2,867 ) ​ $ 2,023 ​ ​ Amortization of intangible assets included in cost of revenues was $ 58,000 for each of the three months ended December 31, 2022 and 2021, and $ 175,000 for each of the nine months ended December 31, 2022 and 2021. ​ The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The Company identified a potential impairment indicator for the finite lived intangible assets and performed a recoverability test by comparing the sum of the estimated undiscounted future cash flows of the asset group to the carrying amount as of December 31, 2022 and March 31, 2022. The result of the recoverability tests indicated that the sum of the expected future cash flows was greater than the carrying amount of the finite lived intangible assets. Based on the uncertainty of forecasts inherent with a new product, events such as the failure to generate forecasted revenue from the APU product could result in a non-cash impairment charge in future periods. ​ 11 Table of Contents As of December 31, 2022, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands): ​ ​ ​ ​ ​ Fiscal year ending March 31, ​ ​ 2023 (remaining three months) ​ $ 59 2024 ​ ​ 233 2025 ​ ​ 233 2026 ​ ​ 233 2027 ​ ​ 233 Thereafter ​ ​ 857 Total ​ $ 1,848 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ March 31, 2022 ​ ​ (In thousands) ​ Accrued expenses and other liabilities: ​ ​ ​ ​ ​ ​ ​ Accrued compensation ​ $ 3,636 ​ $ 5,524 ​ Accrued commissions ​ ​ 231 ​ ​ 232 ​ Income taxes payable ​ ​ 160 ​ ​ 127 ​ Miscellaneous accrued expenses ​ ​ 1,061 ​ ​ 967 ​ ​ ​ $ 5,088 ​ $ 6,850 ​ ​ On November 30, 2022, the Company announced cost reduction initiatives which included an approximate 15 % reduction in the Company’s global workforce. The Company incurred $ 0.3 million in severance related charges during the three and nine months ended December 31, 2022 including $ 0.1 million recorded as cost of revenues and $ 0.2 million recorded as selling, general and administrative expense in the condensed consolidated statements of operations. The Company expects to incur an additional $ 0.3 million in severance related charges during the three months ending March 31, 2023. There were no severance charges accrued as of December 31, 2022 as the terms of the severance benefits have not been communicated to employees expected to be impacted. There was no accrued severance as of March 31, 2022 and there were no severance charges incurred during the year ended March 31, 2022. ​ NOTE 5—GOODWILL Goodwill represents the difference between the purchase price and the estimated fair value of the identifiable assets acquired and liabilities assumed in a business combination. The Company tests for goodwill impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset is more likely than not impaired. The Company has one reporting unit. The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year. Goodwill Impairment Test ​ The Company had a goodwill balance of $ 8.0 million as of both December 31, 2022 and March 31, 2022. The goodwill resulted from the acquisition of MikaMonu Group Ltd. in fiscal 2016. During the three months ended December 31, 2022, management identified a sustained decline in the Company’s stock price that resulted in the Company’s market capitalization being below the carrying value of its stockholders’ equity. The Company concluded the sustained decline in its stock price was a triggering event and proceeded with a quantitative goodwill impairment assessment. The quantitative impairment assessment was performed as of December 1, 2022, utilizing an equal weighting of the income approach and market comparable approach. The analysis required the comparison of the Company’s carrying value with its fair value, with an impairment recorded for any excess of carrying value over the fair value. The income approach utilized a discounted cash flow analysis to determine the fair value of the Company’s single reporting unit. Key assumptions used in the discounted cash flow analysis included, but are not limited to, a discount rate of approximately 23.5 % to account for risk in achieving the forecast and a terminal growth rate for cash flows of 3.0 %. The market comparable method was used to determine the fair value of the reporting unit by multiplying forecasted revenue by a market multiple. The revenue market multiple was calculated by comparing the enterprise value to revenue for comparable companies in the semiconductor industry and then 12 Table of Contents applying a control premium. The equal weighting of the income approach and the market comparable method was then reconciled to the market approach. The market approach was calculated by multiplying the average closing share price of the Company’s common stock for the 30 days prior to the measurement date, by the number of outstanding shares of the Company’s common stock and adding a control premium that reflected the premium a hypothetical buyer might pay. The control premium was estimated using historical acquisition transactions in the semiconductor industry over the past five years . The results of the quantitative analysis performed indicated the fair value of the reporting unit exceeded its carrying value. As a result, the Company concluded there was no goodwill impairment as of December 31, 2022. ​ A number of significant assumptions and estimates are involved in the income approach and the market comparable method. The income approach assumes the future cash flows reflect market expectations. The market comparable method requires an estimate of a revenue market multiple and an appropriate control premium. These fair value measurements require significant judgements using Level 3 inputs, such as discounted cash flows from operations and revenue forecasts, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company’s impairment analysis, which requires the use of estimates and assumptions. If actual performance does not achieve the projections, if there is a further decline in the Company’s stock price, or if the assumptions used in the analysis change in the future, the Company may be required to recognize impairment charges in future periods. Key assumptions in the market approach include determining the control premium . The Company believes its procedures for determining fair value are reasonable and consistent with current market conditions as of December 31, 2022. ​ ​ ​ ​ ​ NOTE 6—INCOME TAXES ​ The current portion and long-term portion of the Company’s income tax liability related to unrecognized tax benefits was $ 0 at both December 31, 2022 and March 31, 2022. As of December 31, 2022, $ 3.7 million of unrecognized tax benefits had been recorded as a reduction to net deferred tax assets. Due to historical losses in the United States, the Company has a full valuation allowance on its United States federal and state deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. ​ Management believes that within the next twelve months the Company will not have a significant reduction in uncertain tax benefits, including interest and penalties, related to positions taken with respect to credits and loss carryforwards on previously filed tax returns. ​ The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Condensed Consolidated Statements of Operations. ​ The Company is subject to taxation in the United States and various state and foreign jurisdictions. Fiscal years 2013 through 2022 remain open to examination by federal tax authorities, and fiscal years 2012 through 2022 remain open to examination by California tax authorities. Fiscal years 2020, 2021 and 2022 are subject to audit by the Israeli tax authorities. ​ For the nine months ended December 31, 2022 and December 31, 2021, the Company incurred income tax expense (benefit) of $ 181,000 and ($ 66,000 ) on net losses before income taxes of ($ 11.8 million) and ($ 13.4 million), respectively. The provision (benefit) was calculated using the annualized effective tax rate method. The Company’s estimated annual effective income tax rate, including discrete items, was approximately ( 2.16 %) and 0.28 % as of December 31, 2022 and 2021, respectively. The annual effective tax rates as of December 31, 2022 and 2021 vary from the United States statutory income tax rate primarily due to valuation allowances in the United States, whereby pre-tax losses do not result in the recognition of corresponding income tax benefits and expenses and the foreign tax differential. ​ 13 Table of Contents NOTE 7—FINANCIAL INSTRUMENTS ​ Fair value measurements ​ Authoritative accounting guidance for fair value measurements provides a framework for measuring fair value and related disclosures. The guidance applies to all financial assets and financial liabilities that are measured on a recurring basis. The guidance requires fair value measurement to be classified and disclosed in one of the following three categories: ​ Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities. The fair value of available-for-sale securities included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market. As of December 31, 2022, the Level 1 category included money market funds of $ 12.3 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, 2022, the Level 2 category included short-term investments of $ 3.3 million, which were comprised of certificates of deposit, government and agency securities. ​ Level 3: Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing. As of December 31, 2022, the Company’s Level 3 financial instruments measured at fair value on the Condensed Consolidated Balance Sheets consisted of the contingent consideration liability related to the acquisition of MikaMonu. The fair value of the contingent consideration liability was initially determined as of the acquisition date using unobservable inputs. These inputs included the estimated amount and timing of future cash flows, the probability of success (achievement of the various contingent events) and a risk-adjusted discount rate of approximately 14.8 % used to adjust the probability-weighted cash flows to their present value. Significant increases (decreases) to the estimated amount and timing of future cash flows or the probability of success would result in a significantly higher (lower) fair value measurement. Conversely, a significant increase or (decrease) in the risk-adjusted discount rate would result in a significantly (lower) higher fair value measurement. Generally, changes used in the assumptions for future cash flows and probability of success would be accompanied by a directionally similar change in the fair value measurement and expense. Conversely, changes in the risk-adjusted discount rate would be accompanied by a directionally opposite change in the related fair value measurement and expense. Subsequent to the acquisition date, at each reporting period, the contingent consideration liability is re-measured to fair value with changes recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. During the most recent re-measurement of the contingent consideration liability as of December 31, 2022, the Company used a risk-adjusted discount rate of approximately 15.5 % to adjust the probability-weighted cash flows to their present value using probabilities ranging from 20 % to 90 % for the remaining contingent events. The contingent consideration liability is included in contingent consideration, non-current on the Consolidated Balance Sheets at December 31, 2022 and March 31, 2022 in the amount of $ 1.9 million and $ 2.7 million, respectively. ​ 14 Table of Contents The fair value of financial assets measured on a recurring basis is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at Reporting Date Using ​ ​ ​ ​ ​ ​ Quoted Prices ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in Active ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Markets for ​ Other ​ Significant ​ ​ ​ ​ ​ ​ Identical Assets ​ Observable ​ Unobservable ​ ​ ​ ​ ​ ​ and Liabilities ​ Inputs ​ Inputs ​ ​ December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 12,336 ​ $ 12,336 ​ $ — ​ $ — ​ Marketable securities ​ ​ 3,331 ​ ​ — ​ ​ 3,331 ​ ​ — ​ Total ​ $ 15,667 ​ $ 12,336 ​ $ 3,331 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ $ 1,893 ​ $ — ​ $ — ​ $ 1,893 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at Reporting Date Using ​ ​ ​ ​ ​ ​ Quoted Prices ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in Active ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Markets for ​ Other ​ Significant ​ ​ ​ ​ ​ ​ Identical Assets ​ Observable ​ Unobservable ​ ​ ​ ​ ​ ​ and Liabilities ​ Inputs ​ Inputs ​ ​ March 31, 2022 (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 16,142 ​ $ 16,142 ​ $ — ​ $ — ​ Marketable securities ​ ​ 10,337 ​ ​ — ​ ​ 10,337 ​ ​ — ​ Total ​ $ 26,479 ​ $ 16,142 ​ $ 10,337 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ $ 2,738 ​ $ — ​ $ — ​ $ 2,738 ​ ​ The following table sets forth the changes in fair value of contingent consideration for the nine months ended December 31, 2022 and 2021, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended December 31, ​ ​ 2022 2021 ​ ​ ​ (In thousands) ​ Contingent consideration, beginning of period ​ $ 2,738 ​ $ 4,225 ​ Change due to accretion ​ ​ 169 ​ ​ 68 ​ Re-measurement of contingent consideration ​ ​ ( 1,014 ) ​ ​ — ​ Contingent consideration, end of period ​ $ 1,893 ​ $ 4,293 ​ ​ Short-term and long-term investments ​ All of the Company’s short-term and long-term investments are classified as available-for-sale. Available-for-sale debt securities with maturities greater than twelve months are classified as long-term investments when they are not intended for use in current operations. Investments in available-for-sale securities are reported at fair value with unrecognized gains (losses), net of tax, as a component of accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. The Company had money market funds of $ 12.3 million and $ 16.1 million at December 31, 2022 and March 31, 2022, respectively, included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company monitors its investments for impairment periodically and records appropriate reductions in carrying values when declines are determined to be other-than-temporary. 15 Table of Contents The following table summarizes the Company’s available-for-sale investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ Unrealized ​ Fair ​ ​ Cost Gains Losses Value ​ ​ (In thousands) ​ Short-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Certificates of deposit ​ $ 1,750 ​ $ — ​ $ ( 27 ) ​ $ 1,723 ​ Supranational obligations ​ ​ 653 ​ ​ — ​ ​ ( 24 ) ​ ​ 629 ​ Agency bonds ​ ​ 999 ​ ​ — ​ ​ ( 20 ) ​ ​ 979 ​ Total short-term investments ​ $ 3,402 ​ $ — ​ $ ( 71 ) ​ $ 3,331 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ Unrealized ​ Fair ​ ​ Cost Gains Losses Value ​ ​ (In thousands) ​ Short-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Certificates of deposit ​ $ 4,000 ​ $ — ​ $ ( 11 ) ​ $ 3,989 ​ Supranational obligations ​ ​ 1,007 ​ ​ — ​ ​ ( 7 ) ​ ​ 1,000 ​ Agency bonds ​ ​ 2,011 ​ ​ — ​ ​ ( 8 ) ​ ​ 2,003 ​ Total short-term investments ​ $ 7,018 ​ $ — ​ $ ( 26 ) ​ $ 6,992 ​ Long-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Certificates of deposit ​ $ 1,750 ​ $ — ​ $ ( 18 ) ​ $ 1,732 ​ Supranational obligations ​ ​ 651 ​ ​ — ​ ​ ( 17 ) ​ ​ 634 ​ Agency bonds ​ ​ 997 ​ ​ — ​ ​ ( 18 ) ​ ​ 979 ​ Total long-term investments ​ $ 3,398 ​ $ — ​ $ ( 53 ) ​ $ 3,345 ​ ​ The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position as of December 31, 2022 and March 31, 2022, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ Less Than 12 Months ​ 12 Months or Greater ​ Total ​ ​ ​ ​ Fair ​ ​ Unrealized ​ ​ Fair ​ ​ Unrealized ​ ​ Fair ​ ​ Unrealized ​ ​ ​ ​ Value ​ ​ Loss ​ ​ Value ​ ​ Loss ​ ​ Value ​ ​ Loss ​ ​ ​ (In thousands) ​ Certificates of deposit ​ $ 985 ​ $ ( 15 ) ​ $ 738 ​ $ ( 12 ) ​ $ 1,723 ​ $ ( 27 ) ​ Agency bonds ​ ​ — ​ ​ — ​ ​ 979 ​ ​ ( 20 ) ​ ​ 979 ​ ​ ( 20 ) ​ Supranational obligations ​ ​ — ​ ​ — ​ ​ 629 ​ ​ ( 24 ) ​ ​ 629 ​ ​ ( 24 ) ​ ​ ​ $ 985 ​ $ ( 15 ) ​ $ 2,346 ​ $ ( 56 ) ​ $ 3,331 ​ $ ( 71 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ ​ ​ Less Than 12 Months ​ 12 Months or Greater ​ Total ​ ​ ​ ​ Fair ​ ​ Unrealized ​ ​ Fair ​ ​ Unrealized ​ ​ Fair ​ ​ Unrealized ​ ​ ​ ​ Value ​ ​ Loss ​ ​ Value ​ ​ Loss ​ ​ Value ​ ​ Loss ​ ​ ​ (In thousands) ​ Certificates of deposit ​ $ 4,974 ​ $ ( 26 ) ​ $ 246 ​ $ ( 3 ) ​ $ 5,220 ​ $ ( 29 ) ​ Agency bonds ​ ​ 2,982 ​ ​ ( 26 ) ​ ​ — ​ ​ — ​ ​ 2,982 ​ ​ ( 26 ) ​ Supranational obligations ​ ​ 1,634 ​ ​ ( 24 ) ​ ​ — ​ ​ — ​ ​ 1,634 ​ ​ ( 24 ) ​ ​ ​ $ 9,590 ​ $ ( 76 ) ​ $ 246 ​ $ ( 3 ) ​ $ 9,836 ​ $ ( 79 ) ​ ​ The Company’s investment portfolio consists of both corporate and governmental securities that have a maximum maturity of three years . All unrealized gains and losses are due to changes in interest rates and bond 16 Table of Contents yields. Subject to normal credit risks, the Company has the ability to realize the full value of all these investments upon maturity. ​ The deferred tax asset related to unrecognized gains and losses on short-term and long-term investments was $ 19,000 and $ 22,000 at December 31, 2022 and March 31, 2022, respectively. ​ As of December 31, 2022, contractual maturities of the Company’s available-for-sale investments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ Cost Value ​ ​ (In thousands) Maturing within one year ​ $ 3,402 ​ $ 3,331 Maturing in one to three years ​ ​ — ​ ​ — ​ ​ $ 3,402 ​ $ 3,331 ​ The Company classifies its short-term investments as “available-for-sale” as they are intended to be available for use in current operations. ​ NOTE 8—LEASES ​ The Company has operating leases for corporate offices, research and development facilities, certain equipment and software. The Company’s leases have remaining lease terms of 8 months to 52 months , some of which include options to extend for up to 5 years . ​ Supplemental balance sheet information related to leases was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ December 31, 2022 ​ March 31, 2022 ​ ​ (In thousands) Operating Leases ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ $ 838 ​ $ 889 ​ ​ ​ ​ ​ ​ ​ Lease liabilities-current ​ $ 500 ​ $ 537 Lease liabilities-non-current ​ ​ 300 ​ ​ 361 Total operating lease liabilities ​ $ 800 ​ $ 898 ​ The following table provides the details of lease costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ Nine Months Ended December 31, ​ ​ 2022 2021 ​ 2022 2021 ​ ​ (In thousands) ​ (In thousands) Operating lease cost ​ $ 146 ​ $ 98 ​ $ 446 ​ $ 325 Short-term lease cost ​ ​ 8 ​ ​ 84 ​ ​ 23 ​ ​ 197 ​ ​ $ 154 ​ $ 182 ​ $ 469 ​ $ 522 ​ 17 Table of Contents The following table provides other information related to leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended December 31, ​ ​ 2022 2021 ​ ​ (In thousands) Cash paid for amounts included in the measurement of lease liabilities ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 443 ​ $ 329 ​ ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for lease obligations ​ ​ ​ ​ ​ ​ Operating leases ​ $ 376 ​ $ 174 ​ ​ ​ ​ ​ ​ ​ Weighted-average remaining lease term (years): ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 2.46 ​ ​ 2.00 ​ ​ ​ ​ ​ ​ ​ Weighted-average discount rate: ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 4.36 % ​ ​ 4.33 % ​ The following table provides the maturities of the Company’s operating lease liabilities as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ Operating Lease ​ ​ Liabilities Fiscal Year ​ (In thousands) 2023 (Remaining three months) ​ $ 145 2024 ​ ​ 431 2025 ​ ​ 84 2026 ​ ​ 86 2027 ​ ​ 89 Thereafter ​ ​ 8 Total undiscounted future cash flows ​ ​ 843 Less: Imputed interest ​ ​ ( 43 ) Present value of undiscounted future cash flows ​ $ 800 ​ ​ ​ ​ Presentation on statement of financial position ​ ​ ​ Current ​ $ 500 Non-current ​ $ 300 ​ ​ ​ 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 18 Table of Contents 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. ​ ​ NOTE 10—STOCK-BASED COMPENSATION ​ As of December 31, 2022, 3,528,901 shares of common stock were available for grant under the Company’s Amended and Restated 2016 Equity Incentive Plan. ​ The following table summarizes the Company’s stock option activities for the nine months ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares ​ Average ​ Weighted ​ ​ ​ ​ ​ ​ Shares ​ Underlying ​ Remaining ​ Average ​ ​ ​ ​ ​ ​ Available for ​ Options ​ Contractual ​ Exercise ​ Intrinsic ​ ​ Grant Outstanding Life (Years) Price Value Balance at March 31, 2022 ​ 4,535,663 ​ 8,590,675 ​ ​ ​ $ 6.07 ​ ​ ​ ​ Granted ​ ( 1,420,537 ) ​ 1,420,537 ​ ​ ​ $ 3.10 ​ ​ ​ ​ Exercised ​ — ​ — ​ ​ ​ $ — ​ $ — ​ Forfeited ​ 413,775 ​ ( 1,057,642 ) ​ ​ ​ $ 5.50 ​ ​ ​ ​ Balance at December 31, 2022 ​ 3,528,901 ​ 8,953,570 ​ 5.67 ​ $ 5.66 ​ ​ ​ ​ Options vested and exercisable ​ ​ ​ 5,542,959 ​ 3.89 ​ $ 6.03 ​ $ — ​ Options vested and expected to vest ​ ​ ​ 8,850,150 ​ 5.63 ​ $ 5.68 ​ $ — ​ ​ The following table summarizes stock-based compensation expense by line item in the Condensed Consolidated Statements of Operations, all relating to employee stock plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ Nine Months Ended December 31, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ ​ (In Thousands) ​ (In Thousands) Cost of revenues ​ $ 54 ​ $ 58 ​ $ 163 ​ $ 192 Research and development ​ ​ 328 ​ ​ 416 ​ ​ 1,069 ​ ​ 1,304 Selling, general and administrative ​ ​ 273 ​ ​ 266 ​ ​ 722 ​ ​ 783 Total ​ $ 655 ​ $ 740 ​ $ 1,954 ​ $ 2,279 ​ ​ NOTE 11—RELATED PARTY TRANSACTION ​ The Company incurred non-recurring engineering service expense and production charges of approximately $ 201,000 and $ 349,000 during the nine months ended December 31, 2022 and 2021, respectively, from Wistron Neweb Corp (“WNC”) in connection with the manufacturing of single-APU PCIe boards, to be used in the Company’s in-place associative computing product. Haydn Hsieh, a member of the Company’s board of directors, is the Chairman and Chief Strategy Officer of WNC. The amount owed to WNC, of $ 4,000 and $ 32,000 at December 31, 2022 and March 31, 2022, respectively, is included in accounts payable in the Condensed Consolidated Balance Sheets. ​ 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. ​ 19 Table of Contents The following is a summary of net revenues by geographic area based on the location to which product is shipped: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ Nine Months Ended December 31, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ ​ (In thousands) ​ (In thousands) United States $ 3,048 $ 3,217 $ 11,649 $ 11,659 China ​ ​ 201 ​ ​ 560 ​ ​ 1,399 ​ ​ 1,190 Singapore ​ ​ 829 ​ ​ 1,346 ​ ​ 4,339 ​ ​ 4,377 Netherlands ​ ​ 1,041 ​ ​ 1,441 ​ ​ 2,498 ​ ​ 3,889 Germany ​ ​ 1,167 ​ ​ 1,041 ​ ​ 3,618 ​ ​ 2,431 Rest of the world ​ ​ 161 ​ ​ 460 ​ ​ 806 ​ ​ 1,107 ​ ​ $ 6,447 ​ $ 8,065 ​ $ 24,309 ​ $ 24,653 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ All sales are denominated in United States dollars.