What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-08 compared with 2023-08-08 · 84 added, 70 removed, 125 unchanged (55% of the section changed)

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You are urged to review carefully and consider our various disclosures in this report and in our other reports publicly disclosed or filed with the SEC that attempt to advise you of the risks and factors that may affect our business .

We are a leading provider of semiconductor memory solutions for in-place associative computing applications in high growth markets such as artificial intelligence (“AI”) and high-performance computing (“HPC”), including natural language processing and computer vision.

We are a leading provider of semiconductor memory solutions and developer for in-place associative computing applications in high growth markets such as artificial intelligence (“AI”) and high-performance computing (“HPC”), including natural language processing and computer vision.

Our initial associative processing unit (“APU”) products are focused on applications using similarity search.

Similarity search is used in visual search queries for ecommerce, computer vision, drug discovery, cyber security and service markets such as NoSQL, Elasticsearch, and OpenSearch.

We also design, develop and market static random access memories, or SRAMs, that operate at speeds of less than 10 nanoseconds, which we refer to as Very Fast SRAMs, primarily for the networking and telecommunications and the military/defense and aerospace markets.

We also design, develop and market static random access memories, or SRAMs (our current principal revenue source), that operate at speeds of less than 10 nanoseconds, which we refer to as Very Fast SRAMs, primarily for the networking and telecommunications and the military/defense and aerospace markets.

We are subject to the highly cyclical nature of the semiconductor industry, which has experienced significant fluctuations, often in connection with fluctuations in demand for the products in which semiconductor devices are used.

Our revenues have been substantially impacted by significant fluctuations in sales to our largest customer, Nokia.

We expect that future direct and indirect sales to

Nokia will continue to fluctuate significantly on a quarterly basis.

We expect that future direct and indirect sales to Nokia will continue to fluctuate significantly on a quarterly basis.

The networking and telecommunications market has accounted for a significant portion of our net revenues in the past and has declined during the past several years and is expected to continue to decline.

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While the COVID-19 pandemic has ended, the significant fluctuations in energy prices, worldwide inflationary pressures, rising interest rates and decline in the global economic environment have had, and may continue to have, an adverse impact on our business and financial condition.

Furthermore, the easing of supply chain shortages and prior buffer stock purchases from significant customers led to a decrease in fiscal 2023 revenues and during the three months ended June 30, 2023.

Furthermore, the easing of supply chain shortages and prior buffer stock purchases from significant customers led to a decrease in revenues in the second half of fiscal 2023 and during the six months ended September 30, 2023.

In June 2023, we announced the receipt of an award of a prototype agreement with the Space Development Agency (“SDA”) for the development of a Next-Generation Associative Processing Unit-2 (“APU2”) for Enhanced Space-Based Capabilities.

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Under the terms of this Direct to Phase II award, we will develop an advanced non-Von-Neumann Associative Processing Unit-2, compute in-memory IC, and design and fabricate an APU2 Evaluation Board.

Pursuant to an agreed-upon schedule, we will receive milestone payments totaling an estimated $1.25 million upon the successful completion of predetermined milestones.

As of June 30, 2023, we had cash, cash equivalents and short-term term investments of $27.7 million, with no debt.

Pursuant to an agreed-upon schedule, we will receive milestone payments totaling an estimated $1.25 million upon the successful completion of predetermined milestones, of which $297,000 was received in the quarter ended September 30, 2023.

As of September 30, 2023, we had cash, cash equivalents and short-term term investments of $25.3 million, with no debt.

We have a team in-place with tremendous depth and breadth of experience and knowledge, with a legacy business that is providing an ongoing source of funding for the development of new product lines.

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Generally, our primary source of liquidity is cash equivalents and short-term investments.

Our level of cash equivalents and short-term investments has historically been sufficient to meet our current and longer term operating and capital needs.

Our level of cash equivalents and short-term investments has historically been sufficient to

meet our current and longer term operating and capital needs.

We believe that during the next 12 months, continued inflationary pressures and rising interest rates, will continue to negatively impact general economic activity and demand in our end markets.

Although it is difficult to estimate the length or gravity of the continued inflationary pressures and rising interest rates, the impact of recent bank failures, significant fluctuations in energy prices and the decline in the global economic environment, are expected to have an adverse effect on our results of operations, financial position, including potential impairments, and liquidity in fiscal 2024.

Although it is difficult to estimate the length or gravity of the continued inflationary pressures and rising interest rates, the evolving conflict in Israel, the significant fluctuations in energy prices and the decline in the global economic environment, are expected to have an adverse effect on our results of operations, financial position, including potential impairments, and liquidity in fiscal 2024.

In November 2022, we announced measures taken to reduce our operating expenses by approximately $7.0 million on an annualized basis, primarily from salary reductions related to reduced headcount and salary decreases for certain retained employees, as well as targeted reductions in research and development spending.

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The APU marketing, sales, and APU engineering efforts have retained priority in the budget.

reductions are not expected to impact the launch of Gemini-I in target markets, including SAR, search, and SaaS.

The cost reduction initiative is expected to be completed by September 30, 2023 and will result in an approximate 15% decrease in our global workforce.

In total, we expect to incur approximately $917,000 in cash expenditures for termination costs, including the payout of accrued vacation, of which $490,000 was incurred in fiscal 2023.

There were no cash expenditures related to the cost reduction initiative during the first quarter of fiscal 2024.

The spending reductions are not expected to impact the launch of Gemini-I in target markets, including SAR, search, and SaaS.

The cost reduction initiative resulted in an approximate 15% decrease in our global workforce.

We incurred approximately $490,000 in cash expenditures for termination costs, including the payout of accrued vacation, in fiscal 2023.

There were no cash expenditures related to the cost reduction initiative during the first six months of fiscal 2024.

Substantially all of our revenues are derived primarily from sales of our Very Fast SRAM products.

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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 time of shipment, title and the risks and rewards of ownership have passed to the customer, and we have a right to payment.

Transfer of control occurs at the time of shipment, title and

the risks and rewards of ownership have passed to the customer, and we have a right to payment.

Thus, we will recognize revenue upon shipment of the product for direct sales and sales to our distributors.

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Nokia purchases products directly from us and through contract manufacturers and distributors.

Based on information provided to us by its contract manufacturers and our distributors, purchases by Nokia represented approximately 34%, 17%, 29% and 39% of our net revenues in the three months ended June 30, 2023 and in fiscal 2023, 2022 and 2021, respectively.

Based on information provided to us by its contract manufacturers and our distributors, purchases by Nokia represented approximately 27%, 17%, 29% and 39% of our net revenues in the six months ended September 30, 2023 and in fiscal 2023, 2022 and 2021, respectively.

Our revenues have been substantially impacted by significant fluctuations in sales to Nokia, and we expect that future direct and indirect sales to Nokia will continue to fluctuate substantially on a quarterly basis and that such fluctuations may significantly affect our operating results in future periods.

To our knowledge, none of our other OEM customers accounted for more than 10% of our net revenues in the three months ended June 30, 2023 and in fiscal 2023, 2022 or 2021.

To our knowledge, none of our other OEM customers accounted for more than 10% of our net revenues in the six months ended September 30, 2023 and in fiscal 2023, 2022 or 2021.

Cost of Revenues.

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We have experienced increased costs as a result of inflation, supply chain constraints for wafers and outsourced assembly, burn-in and test operations.

We expect these increased manufacturing costs will continue into fiscal 2024.

Cost of revenues also includes expenses related to supply chain management, quality assurance, and final product testing and documentation control activities conducted at our headquarters in Sunnyvale, California and our branch operations in Taiwan.

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We also expect that, in support of any future growth that we are able to achieve, general and administrative expenses will generally increase in absolute dollars.

We had a goodwill balance of $8.0 million as of both June 30, 2023 and March 31, 2023.

We 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.

We completed our annual goodwill impairment test during the fourth quarter of fiscal 2023 and concluded that there was no impairment, as the fair value of our sole reporting unit exceeded its carrying value.

We completed our annual

goodwill impairment test during the fourth quarter of fiscal 2023 and concluded that there was no impairment, as the fair value of our sole reporting unit exceeded its carrying value.

Intangible Assets.

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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.

No impairment triggering events were identified subsequent to the March 31, 2023 recoverability

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.

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The following table sets forth statement of operations data as a percentage of net revenues for the periods indicated:

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

Cost of revenues

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Net Revenues .

Net revenues decreased by 37.3% from $8.9 million in the three months ended June 30, 2022 to $5.6 million in the three months ended June 30, 2023.

The decrease in net revenues is related to the current economic environment.

The overall average selling price of all units shipped in the quarter ended June 30, 2023 increased by 40.8% compared to the quarter ended June 30, 2022 and the number of units shipped decreased 55.5% in the quarter ended June 30, 2023 compared to the quarter ended June 30, 2022.

The changes in the average selling price were due to changes in product mix.

Direct and indirect sales to Nokia, currently our largest customer, increased from $1.3 million in the three months ended June 30, 2022 to $1.9 million in the three months ended June 30, 2023.

Net revenues decreased by 36.2% from $9.0 million in the three months ended September 30, 2022 to $5.7 million in the three months ended September 30, 2023 and by 36.8% from $17.9 million in the six months ended September 30, 2022 to $11.3 million in the six months ended September 30, 2023.

The decrease in net revenues in each period is related to the current economic environment and purchases made as a result of supply chain constraints in the previous periods.

The overall average selling price of all units shipped in the quarter ended September 30, 2023 increased by 22.0% compared to the quarter ended September 30, 2022 and the number of units shipped decreased 47.2% in the quarter ended September 30, 2023 compared to the quarter ended September 30, 2022.

The overall average selling price of all units shipped in the six months ended September 30, 2023 increased by 30.8% compared to the six months ended September 30, 2022 and the number of units shipped decreased 51.4% in the six months ended September 30, 2023 compared to the six months ended September 30, 2022.

The changes in the average selling price were due to changes in product mix, as certain low density products with lower average selling prices had the largest declines in volume shipped.

Direct and indirect sales to Nokia, currently our largest customer, were unchanged at $1.2 million in the three months ended September 30, 2022 and in the three months ended September 30, 2023 and increased from $2.5 million in the six months ended September 30, 2022 to $3.0 million in the six months ended September 30, 2023.

Shipments to Nokia will continue to fluctuate on a quarterly basis as a result of demand and shipments to its end customers.

Shipments of our SigmaQuad product line, which has a higher average selling price, accounted for 44.8% of total shipments in the three months ended June 30, 2022 compared to 58.6% of total shipments in the three months ended June 30, 2023.

While recent customer order patterns have been particularly variable, these fluctuations are related to economic and external factors, which include the rapid rise in energy prices, worldwide inflationary pressures, rising interest rates and the decline in the global economic environment .

Cost of Revenues.

Cost of revenues decreased by 29.0% from $3.5 million in the three months ended June 30, 2022 to $2.5 million in the three months ended June 30, 2023, as a result of the 37.3% decline in revenues.

Cost of revenues included a provision for excess and obsolete inventories of $43,000 in the three months ended June 30, 2022 compared to $35,000 in the three months ended June 30, 2023.

Cost of revenues included stock-based compensation expense of $60,000 and $67,000 for the three months ended June 30, 2022 and 2023, respectively.

Cost of revenues decreased by 22.8% from $3.4 million in the three months ended September 30, 2022 to $2.6 million in the three months ended September 30, 2023 and decreased by 26.0% from

$6.9 million in the six months ended September 30, 2022 to $5.1 million in the six months ended September 30, 2023.

The reduction in cost of revenues is related to the decrease in revenues in each period.

Cost of revenues included a provision for excess and obsolete inventories of $89,000 in the six months ended September 30, 2022 compared to $94,000 in the six months ended September 30, 2023.

Cost of revenues included stock-based compensation expense of $49,000 and $57,000 for the three months ended September 30, 2022 and 2023, respectively, and $109,000 and $124,000 for the six months ended September 30, 2022 and 2023, respectively.

Gross Profit.

Gross profit decreased by 42.8% from $5.4 million in the three months ended June 30, 2022 to $3.1 million in the three months ended June 30, 2023.

Gross margin decreased from 60.2% in the three months ended June 30, 2022 to 54.9% in the three months ended June 30, 2023.

The change in gross profit is primarily related to the change in net revenues discussed above.

The change in gross margin is primarily related to changes in the mix of products and customers and the impact of fixed manufacturing overhead on the lower net revenue in the three months ended June 30, 2023 compared to the three months ended June 30, 2022.

Gross profit decreased by 44.3% from $5.6 million in the three months ended September 30, 2022 to $3.1 million in the three months ended September 30, 2023 and by 43.6% from $11.0 million in the six months ended September 30, 2022 to $6.2 million in the six months ended September 30, 2023.

Gross margin decreased from 62.6% in the three months ended September 30, 2022 to 54.7% in the three months ended September 30, 2023 and from 61.4% in the six months ended September 30, 2022 to 54.8% in the six months ended September 30, 2023.

The changes in gross profit are primarily related to the decreases in net revenues discussed above.

The changes in gross margin are primarily related to changes in the mix of products and customers.

Gross margin in the three months and six months ended September 30, 2022 reflect shipments of our radiation hardened SRAMs which typically have gross margins in excess of our overall average corporate gross margins.

Research and Development Expenses.

Research and development expenses decreased by 21.4% from $6.6 million in the three months ended June 30, 2022 to $5.2 million in the three months ended June 30, 2023 .

The decrease in research and development spending was primarily related to decreases of $742,000 in payroll related expenses and $605,000 in outside consulting expenses for the development of Gemini-II.

Research and development expenses included stock-based compensation expense of $351,000 and $386,000 for the three months ended June

30, 2022 and 2023, respectively.

The reduction in research and development spending in the quarter ended June 30, 2023 reflects the impact of cost reduction measures implemented in November 2022.

Research and development expenses decreased by 26.6% from $6.4 million in the three months ended September 30, 2022 to $4.7 million in the three months ended September 30, 2023 .

The decrease in research and development spending was primarily related to decreases of $630,000 of payroll related expenses and $497,000 in outside consulting expenses for the development of our next generation APU product.

The decreases in these expenses were related to the cost reduction measures implemented November 2022.

Research and development expenses in the three months ended September 30, 2023 were also offset by $260,000 of funding received under the Direct to Phase II award for the development of a Next-Generation Associative Processing Unit-2 (“APU2”) for Enhanced Space-Based Capabilities discussed above.

Research and development expenses included stock-based compensation expense of $390,000 and $369,000 for the three months ended September 30, 2022 and 2023, respectively.

Research and development expenses decreased by 24.0% from $13.0 million in the six months ended September 30, 2022 to $9.9 million in the six months ended September 30, 2023.

The decrease in research and development spending was primarily related to decreases of $1.4 million in payroll related expenses and $1.1 million in outside consulting expenses for the development of our next generation APU product.

The decreases in these expenses were related to the cost reduction measures implemented November 2022.

Research and development expenses in the six months ended September 30, 2023 were also offset by $260,000 of funding received under the Direct to Phase II award for the development of a Next-Generation Associative Processing Unit-2 (“APU2”) for Enhanced Space-Based Capabilities discussed above.

Research and development expenses included stock-based compensation expense of $741,000 and $755,000 for the six months ended September 30, 2022 and 2023, respectively.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses increased by 11.8% from $2.7 million in the three months ended June 30, 2022 to $3.0 million in the three months ended June 30, 2023.

Selling, general and administrative expenses included a decrease in the value of contingent consideration of $45,000 in the three months ended June 30, 2023 compared to $417,000 in the three months ended June 30, 2022.

The increase in expenses also included an increase of $140,000 stock-based compensation, partially offset by decreases of $136,000 in payroll-related expenses and $52,000 in independent sales representatives’ commissions.

Selling, general and administrative expenses included stock-based compensation expense of $227,000 and $367,000 for the three months ended June 30, 2022 and 2023, respectively.

Selling, general and administrative expenses increased by 4.6% from $2.4 million in the three months ended September 30, 2022 to $2.5 million in the three months ended September 30, 2023.

Selling, general and administrative expenses included a decrease of $279,000 in the value of contingent consideration in the three months ended September 30, 2023 compared to a decrease of $413,000 in the quarter ended September 30, 2022.

Decreases of $175,000 in payroll related expenses and $127,000 in outside sales representative commissions were partially offset by increases of $202,000 in professional fees and $92,000 in outside consultants.

Selling, general and administrative expenses included stock-based compensation expense of $222,000 and $250,000 for the three months ended September 30, 2022 and 2023, respectively.

Selling, general and administrative expenses increased by 8.4% from $5.1 million in the six months ended September 30, 2022 to $5.5 million in the six months ended September 30, 2023.

Selling, general and administrative expenses included a decrease of $324,000 in the value of contingent consideration in the six months ended September 30, 2023 compared to a decrease of $830,000 in the six months ended September 30, 2022.

Decreases of $311,000 in payroll related expenses and $179,000 in outside sales representative commissions were partially offset by increases of $217,000 in professional fees and $100,000 in outside consultants.

Selling, general and administrative expenses included stock-based compensation expense of $449,000 and $617,000 for the six months ended September 30, 2022 and 2023, respectively.

Interest Income and Other Expense, Net.

Interest and other income, net increased by $54,000 from a net $26,000 in the three months ended June 30, 2022 to $80,000 in the three months ended June 30, 2023.

Interest and other income, net increased by $57,000 from $14,000 in the three months ended September 30, 2022 to $71,000 in the three months ended September 30, 2023.

income increased by $76,000 primarily due to higher interest rates received on our cash and short-term investments.

Foreign exchange losses were $41,000 for the three months ended September 30, 2022 compared to $60,000 for the three months ended September 30, 2023.

Interest and other income, net increased by $111,000 from $40,000 in the six months ended September 30, 2022 to $151,000 in the six months ended September 30, 2023.

Interest income increased by $197,000 primarily due to higher interest rates received on our cash and short-term investments.

Foreign exchange gains were $11,000 for the three months ended June 30, 2022 compared to a loss of $63,000 for the three months June 30, 2023.

The exchange gain and loss in were related to our Taiwan branch operations and our operations in Israel.

Foreign exchange losses were $37,000 for the six months ended September 30, 2022 compared to $123,000 for the six months ended September 30, 2023.

The exchange losses in each period were related to our Taiwan branch operations and our operations in Israel.

Provision for Income Taxes.

The provision for income taxes decreased from $60,000 in the three months ended June 30, 2022 to $51,000 in the three months ended June 30, 2023.

Net loss was $4.0 million in the three months ended June 30, 2022 compared $5.1 million in the three months ended June 30, 2023.

The provision for income taxes decreased from $37,000 in the three months ended September 30, 2022 to $33,000 in the three months ended September 30, 2023 and decreased from $97,000 in the six months ended September 30, 2022 to $84,000 in the six months ended September 30, 2023.

Net loss was $3.2 million in the three months ended September 30, 2022 compared $4.1 million in the three months ended September 30, 2023 and was $7.2 million in the six months ended September 30, 2022 compared to $9.2 million in the six months ended September 30, 2023.

These fluctuations were primarily due to the changes in net revenues, gross profit and operating expenses discussed above.

Liquidity and Capital Resources

As of June 30, 2023, our principal sources of liquidity were cash, cash equivalents and short-term investments of $27.7 million compared to $30.6 million as of March 31, 2023.

Net cash used in operating activities was $3.7 million for the three months ended June 30, 2023 compared to $5.0 million for the three months ended June 30, 2022.

The primary uses of cash in the three months ended June 30, 2023 were the net loss of $5.1 million, and reductions in accrued expenses and other liabilities of $284,000 and accounts payable of $270,000.

As of September 30, 2023, our principal sources of liquidity were cash, cash equivalents and short-term investments of $25.3 million compared to $30.6 million as of March 31, 2023.

Net cash used in operating activities was $6.3 million for the six months ended September 30, 2023 compared to $8.4 million for the six months ended September 30, 2022.

The primary uses of cash in the six months ended September 30, 2023 were the net loss of $9.2 million and a reduction in accrued expenses and other liabilities of $326,000.

The reduction in accrued expenses and other liabilities was primarily related to the payment of fiscal 2023 year-end accruals for incentive compensation.

The uses of cash in the three months ended June 30, 2023 were less than the net loss due to non-cash items including stock-based compensation of $820,000 and depreciation and amortization expenses of $276,000.

The primary sources of cash in the three months ended June 30, 2023 were decreases in inventories of $452,000 and accounts receivable of $399,000.

The primary uses of cash in the three months ended June 30, 2022 were the net loss of $4.0 million and a reduction in accrued expenses and other liabilities of $1.9 million.

The uses of cash in the six months ended September 30, 2023 were less than the net loss due to non-cash items including stock-based compensation of $1.5 million and depreciation and amortization expenses of $505,000.

The primary sources of cash in the six months ended September 30, 2023 were decreases in inventories of $744,000 and accounts receivable of $399,000.

The primary uses of cash in the six months ended September 30, 2022 were the net loss of $7.2 million, a reduction in accrued expenses and other liabilities of $1.4 million and an increase in inventories of $966,000.

The reduction in accrued expenses and other liabilities was primarily related to the payment of fiscal 2022 year-end accruals for incentive compensation.

The primary sources of cash in the three months ended June 30, 2022 were non-cash items including stock-based compensation of $638,000, depreciation and amortization expenses of $256,000 and a decrease in accounts receivable of $235,000.

Net cash provided by investing activities was $1.9 million in the three months ended June 30, 2023 compared to $1.4 million in the three months ended June 30, 2022.

Investment activities in the three months ended June 30, 2023 primarily consisted of the maturity of certificates of deposit and agency bonds of $2.5 million, partially offset by the purchase property and equipment of $607,000.

Investment activities in the three months ended June 30, 2022 primarily consisted of the maturity of certificates of deposit and agency bonds of $1.5 million partially offset by the purchase of property and equipment of $106,000.

Net cash provided by financing activities in the three months ended June 30, 2023 consisted of the net proceeds from the sale of common stock pursuant to our employee stock plans of $1.5 million.

Net cash provided by

financing activities in the three months ended June 30, 2022 consisted of the net proceeds from the sale of common stock pursuant to our employee stock plans of $179,000.

The uses of cash in the six months ended September 30, 2022 were less than the net loss due to non-cash items including stock-based compensation of $1.3 million and depreciation and amortization expenses of $510,000.

Net cash provided by investing activities was $2.1 million in the six months ended September 30, 2023 compared to $4.0 million in the six months ended September 30, 2022.

Investment activities in the six months ended September 30, 2023 primarily consisted of the maturity of certificates of deposit and agency bonds of $2.8 million, partially offset by the purchase property and equipment of $624,000.

Investment activities in the six months ended September 30, 2022 primarily consisted of the maturity of certificates of deposit and agency bonds of $4.3 million partially offset by the purchase property and equipment of $224,000.

Net cash provided by financing activities in the six months ended September 30, 2023 consisted of the net proceeds from the sale of common stock pursuant to our employee stock plans of $1.5 million and proceeds from the sale of common stock pursuant to an At-the-Market offering of $153,000.

Net cash provided by financing activities in the six months ended September 30, 2022 consisted of the net proceeds from the sale of common stock pursuant to our employee stock plans of $179,000.

We believe that our existing balances of cash, cash equivalents and short-term investments, and cash flow expected to be generated from our future operations will be sufficient to meet our cash needs for working capital and capital expenditures for at least the next 12 months.

Our future capital requirements will depend on many factors, including revenue growth, if any, that we experience, any additional manufacturing cost increases resulting from supply constraints and the continuation of the impact of rising interest rates and inflation may have on our business, the extent to which we utilize subcontractors, the levels of inventory and accounts receivable that we maintain, the timing and extent of spending to support our product development efforts and the expansion of our sales and marketing team.

Our future capital requirements will depend on many factors, including revenue growth, if any, that we experience, any additional manufacturing cost increases resulting from

supply constraints and the continuation of the impact of rising interest rates and inflation may have on our business, the extent to which we utilize subcontractors, the levels of inventory and accounts receivable that we maintain, the timing and extent of spending to support our product development efforts and the expansion of our sales and marketing team.

Additional capital may also be required for the consummation of any acquisition of businesses, products or technologies that we may undertake.

On June 28, 2023, we filed a registration statement on Form S-3, so that we would be in a position to quickly access the markets and raise capital if the opportunity arises.

The registration statement was declared effective by the SEC on July 19, 2023.

On June 28, 2023, we filed a registration statement on Form S-3, which was declared effective by the SEC on July 19, 2023.

On August 1, 2023, we commenced a registered securities offering pursuant to a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (“Needham”).

The Sales Agreement provides that we may offer and sell our common stock having an aggregate offering price of up to $25.0 million from time to time (the “Offering”) through Needham, acting as our sales agent.

We did not receive any proceeds from the Offering during the quarter ended June 30, 2023.

From August 2, 2023 to August 7, 2023, we sold 133,000 shares at an average price of $4.20 for net proceeds of $542,0000.

We sold 133,000 shares pursuant to the offering at an average price of $4.20 for proceeds of $542,000, less offering costs of $389,000 during the quarter ended September 30, 2023.

We cannot assure that additional equity or debt financing, if required, will be available on terms that are acceptable or at all.

As of June 30, 2023, we had $2.1 million in purchase obligations for facility leases, wafer, software and test purchase obligations that are binding commitments of which $1.1 million are payable in the next twelve months and $1.0 million are committed in the long term.

As of September 30, 2023, we had $5.1 million in purchase obligations for facility leases, wafer, masks, software and test purchase obligations that are binding commitments of which $4.1 million are payable in the next twelve months and $1.0 million are committed in the long term.

In connection with the acquisition of MikaMonu on November 23, 2015, we are required to make contingent consideration payments to the former MikaMonu shareholders conditioned upon revenue targets for products based on the MikaMonu technology.

As of June 30, 2023, the accrual for potential contingent consideration was $1.0 million and is payable at various dates through December 31, 2025.

As of September 30, 2023, the accrual for potential contingent consideration was $728,000 and is payable at various dates through December 31, 2025.

Critical Accounting Policies and Estimates

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Off-Balance Sheet Arrangements

At June 30, 2023, we did not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

At September 30, 2023, we did not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Accordingly, we are not exposed to the type of financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Recent Accounting Pronouncement

Please refer to Note 1 to our condensed consolidated financial statements appearing under Part I, Item 1 for a discussion of a recent accounting pronouncement, implemented in the June 30, 2023 quarter, that had no material impact on the Company.

Please refer to Note 1 to our condensed consolidated financial statements appearing under Part I, Item 1 for a discussion of a recent accounting pronouncement, implemented in the quarter ended June 30, 2023, that had no material impact on the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis