0001558370-24-009139 | 10-K | XBRL Viewer

5. GOODWILL	12 Months Ended
Mar. 31, 2024
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 has one reporting unit. The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year. The Company had a goodwill balance of $8.0 million as of both March 31, 2024 and 2023. The goodwill resulted from the acquisition of MikaMonu Group Ltd. (“MikaMonu”) in fiscal 2016. The Company completed its annual impairment test during the fourth quarter of fiscal 2024 and concluded that there was no impairment, as it was more likely than not that the fair value of its sole reporting unit exceeded its carrying value and the performance of a quantitative impairment test was not required.

5. GOODWILL

12 Months Ended

Mar. 31, 2024

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.

The Company had a goodwill balance of $8.0 million as of both March 31, 2024 and 2023. The goodwill resulted from the acquisition of MikaMonu Group Ltd. (“MikaMonu”) in fiscal 2016.

The Company completed its annual impairment test during the fourth quarter of fiscal 2024 and concluded that there was no impairment, as it was more likely than not that the fair value of its sole reporting unit exceeded its carrying value and the performance of a quantitative impairment test was not required.

13. SEGMENT AND GEOGRAPHIC INFORMATION (Tables)

12 Months Ended

Mar. 31, 2024

SEGMENT AND GEOGRAPHIC INFORMATION

Net revenues by geographic area


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
United States	$	11,461	$	14,435	$	15,517
China		1,262		1,582		2,108
Singapore		2,034		4,941		5,731
Netherlands		2,825		3,087		5,172
Germany		3,498		4,474		3,471
Rest of the world		685		1,172		1,385
	$	21,765	$	29,691	$	33,384

Long-lived assets by geographic area


	March 31,
	2024		2023

	(In thousands)
United States	$	6,805	$	7,453
Taiwan		590		177
Israel		935		477
	$	8,330	$	8,107

4. BALANCE SHEET DETAIL (Tables)

12 Months Ended

Mar. 31, 2024

BALANCE SHEET DETAIL

Schedule of inventories


	March 31,
	2024		2023

	(In thousands)
Inventories:
Work-in-progress	$	2,865	$	3,629
Finished goods		2,112		2,767
Inventory at distributors		—		19
	$	4,977	$	6,415

Schedule of accounts receivable, net


	March 31,
	2024		2023

	(In thousands)
Accounts receivable, net:
Accounts receivable	$	3,162	$	3,531
Less: Allowances for credit losses		(44)		(60)
	$	3,118	$	3,471

Schedule of prepaid expenses and other current assets


	March 31,
	2024		2023

	(In thousands)
Prepaid expenses and other current assets:
Prepaid tooling and masks	$	668	$	333
Other receivables		215		156
Other prepaid expenses and other current assets		1,071		925
	$	1,954	$	1,414

Schedule of property and equipment, net


	March 31,
	2024		2023

	(In thousands)
Property and equipment, net:
Computer and other equipment	$	18,555	$	19,188
Software		4,428		4,428
Land		—		3,900
Building and building improvements		—		3,741
Furniture and fixtures		102		102
Leasehold improvements		927		910
		24,012		32,269
Less: Accumulated depreciation		(22,864)		(24,846)
	$	1,148	$	7,423

Schedule of intangible assets

The following table summarizes the components of intangible assets and related accumulated amortization balances at March 31, 2024 and 2023, respectively (in thousands):


	As of March 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets:
Product designs	$	590	$	(590)	$	—
Patents		4,220		(2,664)		1,556
Software		80		(80)		—
Total	$	4,890	$	(3,334)	$	1,556


	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 March 31, 2024, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands):


Fiscal year ending March 31,
2025	$	233
2026		233
2027		233
2028		233
2029		233
Thereafter		391
Total	$	1,556

Schedule of accrued expenses and other liabilities


	March 31,
	2024		2023

	(In thousands)
Accrued expenses and other liabilities:
Accrued compensation	$	3,173	$	3,441
Accrued commissions		180		214
Income taxes payable		10		345
Miscellaneous accrued expenses		767		1,168
	$	4,130	$	5,168

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Deficit)	Total
Beginning Balance - Shares at Mar. 31, 2021	24,020,276
Beginning Balance - Amount at Mar. 31, 2021	$ 24	$ 47,722	$ (20)	$ 27,866	$ 75,592
Issuance of common stock under employee stock option plans, shares	465,963
Issuance of common stock under employee stock option plans, amount		2,368			2,368
Stock-based compensation expense		2,993			2,993
Comprehensive loss:
Net loss				(16,368)	(16,368)
Net unrealized gain (loss) on available-for-sale investments			(134)		(134)
Ending Balance, Shares at Mar. 31, 2022	24,486,239
Ending Balance, Amount at Mar. 31, 2022	$ 24	53,083	(154)	11,498	64,451
Issuance of common stock under employee stock option plans, shares	198,820
Issuance of common stock under employee stock option plans, amount	$ 1	401			402
Stock-based compensation expense		2,469			2,469
Comprehensive loss:
Net loss				(15,977)	(15,977)
Net unrealized gain (loss) on available-for-sale investments			27		27
Ending Balance, Shares at Mar. 31, 2023	24,685,059
Ending Balance, Amount at Mar. 31, 2023	$ 25	55,953	(127)	(4,479)	51,372
Issuance of common stock under employee stock option plans, shares	482,313
Issuance of common stock under employee stock option plans, amount		1,654			1,654
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		2,838			2,838
Comprehensive loss:
Net loss				(20,087)	(20,087)
Net unrealized gain (loss) on available-for-sale investments			40		40
Ending Balance, Shares at Mar. 31, 2024	25,300,372
Ending Balance, Amount at Mar. 31, 2024	$ 25	$ 60,598	$ (87)	$ (24,566)	$ 35,970

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

7. FINANCIAL INSTRUMENTS - Change in contingent consideration (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Changes in fair value of contingent consideration
Contingent consideration, beginning of period	$ 1,052	$ 2,738	$ 4,225
Change due to accretion	108	222	88
Re-measurement of contingent consideration	(1,000)	(1,908)	(1,575)
Contingent consideration, end of period	$ 160	$ 1,052	$ 2,738

4. BALANCE SHEET DETAIL

12 Months Ended

Mar. 31, 2024

BALANCE SHEET DETAIL

NOTE 4 - BALANCE SHEET DETAIL

NOTE 4—BALANCE SHEET DETAIL


	March 31,
	2024		2023

	(In thousands)
Inventories:
Work-in-progress	$	2,865	$	3,629
Finished goods		2,112		2,767
Inventory at distributors		—		19
	$	4,977	$	6,415


	March 31,
	2024		2023

	(In thousands)
Accounts receivable, net:
Accounts receivable	$	3,162	$	3,531
Less: Allowances for credit losses		(44)		(60)
	$	3,118	$	3,471


	March 31,
	2024		2023

	(In thousands)
Prepaid expenses and other current assets:
Prepaid tooling and masks	$	668	$	333
Other receivables		215		156
Other prepaid expenses and other current assets		1,071		925
	$	1,954	$	1,414


	March 31,
	2024		2023

	(In thousands)
Property and equipment, net:
Computer and other equipment	$	18,555	$	19,188
Software		4,428		4,428
Land		—		3,900
Building and building improvements		—		3,741
Furniture and fixtures		102		102
Leasehold improvements		927		910
		24,012		32,269
Less: Accumulated depreciation		(22,864)		(24,846)
	$	1,148	$	7,423

Depreciation expense was $693,000, $782,000 and $771,000 for the years ended March 31, 2024, 2023 and 2022, respectively.

The following table summarizes the components of intangible assets and related accumulated amortization balances at March 31, 2024 and 2023, respectively (in thousands):


	As of March 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets:
Product designs	$	590	$	(590)	$	—
Patents		4,220		(2,664)		1,556
Software		80		(80)		—
Total	$	4,890	$	(3,334)	$	1,556


	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 of $234,000, $233,000 and $233,000 was included in cost of revenues for the years ended March 31, 2024, 2023 and 2022, respectively.

As of March 31, 2024, the estimated future amortization expense of intangible assets in the table above is as follows (in thousands):


Fiscal year ending March 31,
2025	$	233
2026		233
2027		233
2028		233
2029		233
Thereafter		391
Total	$	1,556


	March 31,
	2024		2023

	(In thousands)
Accrued expenses and other liabilities:
Accrued compensation	$	3,173	$	3,441
Accrued commissions		180		214
Income taxes payable		10		345
Miscellaneous accrued expenses		767		1,168
	$	4,130	$	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 expense in the condensed consolidated statements of operations. There were no severance charges incurred during the year ended March 31, 2024.

16. GOVERNMENT AGREEMENTS

12 Months Ended

Mar. 31, 2024

GOVERNMENT AGREEMENTS

NOTE 16 - GOVERNMENT AGREEMENTS

NOTE 16—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.

In November 2023, the Company entered into a second prototype agreement with the U.S. Air Force Research Laboratory (“AFRL”) for the development of specialized algorithms for a Next-Generation Compute-In-Memory Associative Processing Unit (APU2) to Enable High-Performance Computing in Space. Pursuant to an agreed-upon schedule, the Company will receive milestone payments totaling an estimated $1.1 million upon successful completion of each milestone.

The Prototype Agreements are 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 fiscal year 2024, the Company recognized $435,000 as a reduction to research and development expense in the Condensed Consolidated Statements of Operations. As of March 31, 2024, the Company had received total milestone payments of $435,000 under the Prototype Agreement.

16. GOVERNMENT AGREEMENTS (Details) - USD ($)	12 Months Ended
16. GOVERNMENT AGREEMENTS (Details) - USD ($)	Mar. 31, 2024	Nov. 30, 2023	Jun. 30, 2023
Government Assistance
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration]	Research and Development Expense
Small Business Innovation Research program
Government Assistance
Milestone payments receivable		$ 1,100,000	$ 1,250,000
Amount recognized	$ 435,000
Total milestone payments received	$ 435,000

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
ASSETS
Cash and cash equivalents	$ 14,429	$ 27,212
Short-term investments		3,363
Accounts receivable, net	3,118	3,471
Inventories	4,977	6,415
Prepaid expenses and other current assets ($375 and $0 from a related party)	1,954	1,414
Assets held for sale	5,629
Total current assets	30,107	41,875
Property and equipment, net	1,148	7,423
Operating lease right-of-use assets	1,553	684
Goodwill	7,978	7,978
Intangible assets, net	1,556	1,790
Deposits	122	126
Total assets	42,464	59,876
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable ($0 and $8 to a related party)	668	1,621
Lease liabilities, current	567	413
Accrued expenses and other liabilities	4,130	5,168
Total current liabilities	5,365	7,202
Deferred tax liability	14	12
Lease liabilities, non-current	955	238
Contingent consideration, non-current	160	1,052
Total liabilities	6,494	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: 25,300,372 and 24,685,059 shares, respectively	25	25
Additional paid-in capital	60,598	55,953
Accumulated other comprehensive loss	(87)	(127)
Retained deficit	(24,566)	(4,479)
Total stockholders' equity	35,970	51,372
Total liabilities and stockholders' equity	$ 42,464	$ 59,876

9. COMMITMENTS AND CONTINGENCIES

12 Months Ended

Mar. 31, 2024

COMMITMENTS AND CONTINGENCIES

NOTE 9 - COMMITMENTS AND CONTINGENCIES

NOTE 9—COMMITMENTS AND CONTINGENCIES

Royalty obligations

The Company has license agreements that require it to pay royalties on the sale of products using the licensed technology. Royalty expense for the years ended March 31, 2024, 2023 and 2022 was $36,000, $39,000 and $32,000, respectively, and was included within cost of revenues.

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 customarily 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 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. The Company believes that if it were to incur a loss in any of these matters, such loss should not have a material effect on its business, financial condition, cash flows or results of operations.

Product warranties

The Company warrants its products to be free of defects generally for a period of three years. The Company estimates its warranty costs based on historical warranty claim experience and includes such costs in cost of revenues. Warranty costs and the accrued warranty liability were not material as of March 31, 2024 and 2023 and for the years ended March 31, 2024, 2023 or 2022.

8. LEASES - Other information (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 570	$ 589
Right-of-use assets obtained in exchange for lease obligations - Operating leases	$ 1,445	$ 376
Weighted-average remaining lease term (years) - Operating leases	2 years 9 months 10 days	2 years 5 months 1 day
Weighted-average discount rate - Operating leases	4.22%	4.37%

11. STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Mar. 31, 2024

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, 2021	1,331,562	8,432,877		$	6.17
Options reserved	4,000,000	—		$	—
Granted	(1,280,761)	1,280,761		$	5.43
Exercised	—	(316,784)		$	5.12	$	149,937
Forfeited	484,862	(806,179)		$	6.45
Balance at March 31, 2022	4,535,663	8,590,675		$	6.07
Granted	(1,535,647)	1,535,647		$	3.01
Exercised	—	—		$	—	$	—
Forfeited	594,935	(1,317,162)		$	5.50
Balance at March 31, 2023	3,594,851	8,809,160		$	5.62
Granted	(1,272,502)	1,272,502		$	3.24
Exercised	—	(242,213)		$	4.95	$	323,937
Forfeited	261,837	(871,250)		$	6.01
Balance at March 31, 2024	2,584,186	8,968,199	5.64	$	5.26
Options vested and exercisable		5,886,020	4.24	$	5.81	$	675,132
Options vested and expected to vest		8,862,062	5.61	$	5.27	$	1,800,794

Schedule of options outstanding by exercise price


				Number of	Options Outstanding			Options Exercisable
				Shares	Weighted		Weighted Average		Weighted
				Underlying	Average		Remaining	Number	Average
				Options	Exercise		Contractual	Vested and	Exercise
Exercise Price				Outstanding	Price		Life (Years)	Exercisable	Price
$	0.00	-	2.00	985,533	$	1.91	9.35	198,491	$	1.88
$	2.01	-	4.00	701,837	$	2.87	5.68	668,979	$	2.85
$	4.01	-	6.00	4,483,354	$	5.07	5.39	2,291,598	$	5.18
$	6.01	-	8.00	2,029,162	$	7.01	4.50	1,958,639	$	7.01
$	8.01	-	10.00	768,313	$	8.24	5.30	768,313	$	8.24
				8,968,199	$	5.26	5.64	5,886,020	$	5.81

Summary of stock-based compensation expense by line item


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Cost of revenues	$	228	$	202	$	248
Research and development		1,411		1,316		1,676
Selling, general and administrative		1,199		951		1,069
Total	$	2,838	$	2,469	$	2,993

Schedule of weighted average assumptions


	Year Ended March 31,
	2024				2023				2022
Stock Option Plans:
Risk-free interest rate	3.69	-	4.80	%	2.95	-	4.27	%	0.66	-	1.62	%
Expected life (in years)	4.46	-	4.94		4.55	-	5.00				5.00
Volatility	80.7	-	85.9	%	49.2	-	53.1	%	47.7	-	49.1	%
Dividend yield			—	%			—	%			—	%
Employee Stock Purchase Plan:
Risk-free interest rate	5.26	-	5.38	%	1.54	-	4.54	%	0.04	-	0.07	%
Expected life (in years)			0.50				0.50				0.50
Volatility	28.8	-	83.9	%	49.3	-	58.2	%	45.6	-	57.4	%
Dividend yield			—	%			—	%			—	%

5. GOODWILL (Details) $ in Thousands	12 Months Ended
5. GOODWILL (Details) $ in Thousands	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)
GOODWILL
Number of reporting units \| segment	1
Goodwill \| $	$ 7,978	$ 7,978

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Cost of revenues, related party	$ 125	$ 240	$ 397

4. BALANCE SHEET DETAIL - Accounts receivable, net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Accounts receivable, net:
Accounts receivable	$ 3,162	$ 3,531
Less: Allowances for credit losses	(44)	(60)
Total accounts receivable, net	$ 3,118	$ 3,471

7. FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Mar. 31, 2024

FINANCIAL INSTRUMENTS

Schedule of fair value of financial assets and liabilities measured on a recurring basis

The fair value of financial assets and liabilities 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
	March 31, 2024		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	5,676	$	5,676	$	—	$	—
Marketable securities		—		—		—		—
Total	$	5,676	$	5,676	$	—	$	—

Liabilities:
Contingent consideration	$	160	$	—	$	—	$	160


			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


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Contingent consideration, beginning of period	$	1,052	$	2,738	$	4,225
Change due to accretion		108		222		88
Re-measurement of contingent consideration		(1,000)		(1,908)		(1,575)
Contingent consideration, end of period	$	160	$	1,052	$	2,738

Schedule of available-for-sale investments


	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


	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)

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

7. FINANCIAL INSTRUMENTS

12 Months Ended

Mar. 31, 2024

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 March 31, 2024, the Level 1 category included money market funds of $5.7 million, which were included in cash and cash equivalents on the 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. There were no short-term or long-term investments as of March 31, 2024.

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 March 31, 2024, the Company’s Level 3 financial instruments measured at fair value on the Consolidated Balance Sheets consisted of the contingent consideration liability related to the MikaMonu acquisition. The fair value of the contingent consideration liability was initially determined as of the acquisition date using unobservable inputs. These inputs include the estimated amount and timing of future revenues, the probability of achievement of the revenue forecast, revenue volatility and a risk-adjusted discount rate of approximately 14.8% used to adjust the probability-weighted cash flow payments to their present value. Significant increases (decreases) to the estimated amount and timing of future revenues or the probability of achievement of the revenue forecast would result in a significantly higher (lower) fair value measurement. Conversely, a significant increase (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 revenues and probability of achievement of the revenue forecast 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. The continued appropriateness of the Monte Carlo valuation model selected or any decision to change the valuation model may also lead to changes in fair value measurement. Subsequent to the acquisition date, at each reporting period, the contingent consideration liability is re-measured to fair value with changes recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. During the most recent re-measurement of the contingent consideration liability as of March 31, 2024, the Company used a risk-adjusted discount rate of approximately 16.1% to adjust the probability-weighted cash flows to their present value using probabilities ranging from 25% to 75% for the remaining contingent events. The contingent consideration liability is included in contingent consideration, non-current on the Consolidated Balance Sheet at March 31, 2024 and 2023 in the amount of $160,000 and $1.1 million, respectively.

Refer to Note 14, “Acquisition” for more information.

The fair value of financial assets and liabilities 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
	March 31, 2024		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	5,676	$	5,676	$	—	$	—
Marketable securities		—		—		—		—
Total	$	5,676	$	5,676	$	—	$	—

Liabilities:
Contingent consideration	$	160	$	—	$	—	$	160


			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 fiscal years ended March 31, 2024, 2023 and 2022, respectively:


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Contingent consideration, beginning of period	$	1,052	$	2,738	$	4,225
Change due to accretion		108		222		88
Re-measurement of contingent consideration		(1,000)		(1,908)		(1,575)
Contingent consideration, end of period	$	160	$	1,052	$	2,738

Short-term and long-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 on the Consolidated Balance Sheets. The Company had money market funds of $5.7 million and $7.8 million at March 31, 2024 and March 31, 2023, respectively, included in cash and cash equivalents on the Consolidated Balance Sheets.

The following table summarizes the Company’s available-for-sale investments. There were no available-for-sale investments at March 31, 2024.


	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 aggregated by investment category and length of time that individual securities have been in a continuous loss position as of March 31, 2023.


	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 both corporate and governmental securities that have a maximum maturity of three years. All unrealized gains and losses are due to changes in interest rates and bond yields. Subject to normal credit risks, the Company has the ability to realize the full value of all these investments upon maturity.

At March 31, 2023, the deferred tax asset related to unrecognized gains and losses on short-term and long-term investments was $10,000.

15. EMPLOYEE BENEFIT PLANS (Details)	12 Months Ended
15. EMPLOYEE BENEFIT PLANS (Details)	Mar. 31, 2024
UNITED STATES
Defined Contribution Plan
Maximum amount employee can contribute (as a percent)	15.00%
Taiwan
Defined Contribution Plan
Maximum amount employee can contribute (as a percent)	6.00%
Maximum amount employer can contribute (as a percent)	6.00%
Israel
Defined Contribution Plan
Maximum amount employee can contribute (as a percent)	6.00%
Maximum amount employer can contribute (as a percent)	15.83%

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Mar. 31, 2024

The Company And Summary Of Significant Accounting Policies

Accounting principles

The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Basis of consolidation

The consolidated financial statements include the accounts of the Company’s four wholly owned subsidiaries, GSI Technology Holdings, Inc., GSI Technology (BVI), Inc., GSI Technology Israel Ltd. and GSI Technology Taiwan, Inc. All inter-company transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates are inherent in the preparation of the consolidated financial statements and include obsolete and excess inventory and the valuation of contingent consideration. The uncertainty created by the disruptions in the capital markets as a result of higher interest rates, worldwide inflationary pressures, the evolving conflict in the Middle East, the military conflict in Ukraine and the decline in the global economic environment, has made such estimates more difficult and subjective. Actual results could differ materially from those estimates.

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

The decline in the global economic environment due to, among other things, higher interest rates and worldwide inflationary pressures has affected the business activities of the Company, its customers, suppliers, and other business partners in the fiscal year ended March 31, 2024.

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 Synthetic Aperture Radar image 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 is 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’s revenues have been adversely impacted by changes in customer buying patterns and communication limitations related to COVID-19 restrictions that required a significant number of our customer contacts to work from home. The Company’s results for the fiscal years ended March 31, 2024, 2023 and 2022 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 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, 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.

The Company believes that during the next 12 months disruptions in the capital markets as a result of higher interest rates, worldwide inflationary pressures 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.

The Company buys all of its SRAM wafers, an integral component of its products, from a single supplier and is also dependent on independent suppliers to assemble and test its products. During the years ended March 31, 2024, 2023 and 2022, all of the wafers used in the Company’s SRAM products were supplied by Taiwan Semiconductor Manufacturing Company Limited, or TSMC. If this supplier fails to satisfy the Company’s requirements on a timely basis at competitive prices, the Company could suffer manufacturing delays, a possible loss of revenues, or higher cost of revenues, any of which could adversely affect operating results.

A majority of the Company’s net revenues come from sales to customers in the networking and telecommunications equipment industry. A decline in demand in this industry could have a material adverse effect on the Company’s operating results and financial condition.

Because much of the manufacturing and testing of the Company’s products is conducted in Taiwan, its business performance may be affected by changes in Taiwan’s political, social and economic environment. For example, any political instability or restrictions on transportation logistics for our products that result from the relationship among the United States, Taiwan and the People’s Republic of China could damage the Company’s business. Moreover, the role of the Taiwanese government in the Taiwanese economy is significant. Taiwanese policies toward economic liberalization, and laws and policies affecting technology companies, foreign investment, currency exchange rates, taxes and other matters could change, resulting in greater restrictions on the Company’s and its suppliers' ability to do business and operate facilities in Taiwan. If any of these risks were to occur, the Company’s business could be harmed.

Some of the Company’s suppliers and the Company’s two principal operations are located near fault lines. In the event of a major earthquake, typhoon or other natural disaster near the facilities of any of these suppliers or the Company, the Company’s business could be harmed.

From time to time, the Company is involved in legal actions. There are many uncertainties associated with any litigation, and the Company may not prevail. If information becomes available that causes us to determine that a loss in any of the Company’s pending litigation, or the settlement of such litigation, is probable, and we can reasonably estimate the loss associated with such events, we will record the loss in accordance with GAAP. However, the actual liability in any such litigation may be materially different from the Company’s estimates, which could require us to record additional costs.

Revenue recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under this criteria, revenue from the sale of products is generally recognized upon shipment according to the Company’s shipping terms, net of accruals for estimated variable consideration resulting from sales returns and allowances based on historical experience.

Cash and cash equivalents

Cash and cash equivalents include cash in demand accounts and highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase, stated at cost, which approximates their fair value.

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” on the Consolidated Balance Sheets.

Concentration of credit risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents and short-term investments and accounts receivable. The Company places its cash primarily in checking, certificate of deposit, and money market accounts with reputable financial institutions, and by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. The Company’s accounts receivables are derived primarily from revenue earned from customers located in the U.S. and Asia. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company maintains an allowance for credit losses based upon the expected collectability of accounts receivable. There were no write offs of accounts receivable in the years ended March 31, 2024, 2023 or 2022.

At March 31, 2024, three customers accounted for 46%, 18% and 14% of accounts receivable, and for the year then ended, two customers accounted for 51% and 14% of net revenues. At March 31, 2023, three customers accounted for 36%, 25% and 19% of accounts receivable, and for the year then ended, three customers accounted for 48%, 17% and 10% of net revenues. For the year ended March 31, 2022, four customers accounted for 38%, 17%, 16% and 11% of net revenues.

Inventories

Inventories are stated at the lower of cost or net realizable value, cost being determined on a weighted average basis. Inventory write-down allowances are established when conditions indicate that the selling price could be less than cost due to physical deterioration, obsolescence of certain products based on changes in technology and demand, changes in price levels, or other causes. These allowances, once recorded, result in a new cost basis for the related inventory. These allowances are also considered for excess inventory generally based on inventory levels in excess of 12 months of forecasted customer demand based on historical sales and expected future orders, as estimated by management, for each specific product. The allowance is not reversed until the inventory is sold or disposed.

The Company recorded write-downs of excess and obsolete inventories of $180,000, $226,000 and $402,000, respectively, in fiscal 2024, 2023 and 2022.

Property and equipment, net

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as presented below:



Software		3 to 5 years
Computer and other equipment		5 to 10 years
Building and building improvements		10 to 25 years
Furniture and fixtures		7 years

Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the remaining lease term of the respective assets. Gains or losses on disposals of property and equipment are recorded within loss from operations. Costs of repairs and maintenance are included as part of operating expenses unless they are incurred in relation to major improvements to existing property and equipment, at which time they are capitalized.

Operating Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets, lease liabilities, current and lease liabilities, non-current on the Company's Consolidated Balance Sheets. The Company did not identify any finance leases as of March 31, 2024 and 2023.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on observed market data and other information available at the lease commencement date. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company does not record leases on the Consolidated Balance Sheet with a term of one year or less. The Company does not separate lease and non-lease components but rather accounts for each separate component as a single lease component for all underlying classes of assets. Variable lease payments are expensed as incurred and are not included within the operating lease ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. Lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term.

Impairment of long-lived assets

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. If the sum of the expected future cash flows (undiscounted and before interest) from the use of the assets is less than the net book value of the asset an impairment could exist and the amount of the impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. There were no impairment losses recognized during the years ended March 31, 2024, 2023 or 2022.

Goodwill and intangible assets

Goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

The Company assesses goodwill for impairment on an annual basis on the last day of February in the fourth quarter of its fiscal year and if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. The Company has one reporting unit. Impairment is recognized if the carrying value of the net assets of the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit.

Intangible assets with finite useful lives are amortized over their estimated useful lives, generally on a straight-line basis over five to fifteen years. 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 group 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, 2023 and 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. There were no impairment indicators note as of March 31, 2024.

Research and development

Research and development expenses are related to new product designs, including, salaries, stock-based compensation, contractor fees, preproduction masks, and allocation of corporate costs and are charged to the statement of operations as incurred.

Income taxes

The Company accounts for income taxes under the liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is more likely than not that the deferred tax asset will not be realized. Due to historical losses in the U.S., the Company has a full valuation allowance on its U.S. federal and state deferred tax assets. As of March 31, 2024 and 2023, the Company’s net deferred tax assets of $20.2 and $17.5 million, respectively, were subject to a valuation allowance of $20.2 and $17.5 million, respectively. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance.

Authoritative guidance prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). Under the guidance, the financial statements will reflect expected future tax consequences of such positions presuming the taxing Authorities’ full knowledge of the position and all relevant facts, but without considering time values. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation process, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Consolidated Statements of Operations

Shipping and handling costs

The Company records costs related to shipping and handling in cost of revenues.

Advertising expense

Advertising costs are charged to expense in the period incurred. Advertising expense was not material for the years ended March 31, 2024, 2023 and 2022.

Foreign currency transactions

The U.S. dollar is the functional currency for all of the Company’s foreign operations. Foreign currency transaction gains and losses, resulting from transactions denominated in currencies other than U.S. dollars are included in the Consolidated Statements of Operations. These gains and losses were not material for the years ended March 31, 2024, 2023 or 2022.

Segments

Segment reporting is based on the “management approach,” following the method that management organizes the Company’s reportable segments for which separate financial information is made available to, and evaluated regularly by, the chief operating decision maker in allocating resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who makes the decision on allocating resources and in assessing performance. The CEO reviews the Company's consolidated results as one operating segment. In making operating decisions, the CEO primarily considers consolidated financial information, accompanied by disaggregated information about revenues by customers and product. All of the Company’s principal operations and decision-making functions are located in the U.S. The Company’s CEO views its operations, manages its business, and uses one measurement of profitability for the one operating segment, which designs, develops and sells integrated circuits.

Accounting for stock-based compensation

Stock-based compensation expense recognized in the Consolidated Statements of Operations is based on options ultimately expected to vest, reduced by the amount of estimated forfeitures. The Company chose the straight-line method of allocating compensation cost over the requisite service period of the related award according to authoritative guidance. The Company calculates the expected term based on the historical average period of time that options were outstanding as adjusted for expected changes in future exercise patterns, which, for options granted in fiscal 2024, 2023 and 2022 resulted in an expected term of approximately 4.5 to 4.9 years, 4.6 to 5.0 years and 5.0 years, respectively. The Company uses its historical volatility to estimate expected volatility. The risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding to the expected life of the options. The dividend yield is 0%, based on the fact that the Company has never paid dividends and has no present intention to pay dividends. Changes to these assumptions may have a significant impact on the results of operations.

Authoritative guidance requires cash flows, if any, resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows in the Consolidated Statements of Cash Flows.

Comprehensive loss

Comprehensive loss is defined to include all changes in stockholders’ equity during a period except those resulting from investments by owners and distributions to owners. For the years ended March 31, 2024, 2023 and 2022, comprehensive loss was $20.0 million, $16.0 million and $16.5 million, respectively.

Asset sale and leaseback transaction

On April 2, 2024, the Company entered into a purchase and sale agreement (the “Agreement”) with D.R. Stephens & Company, LLC, as purchaser, to sell the Company’s 1213 Elko Drive property in Sunnyvale, California (the “Sunnyvale Property”) for $11.9 million in cash. On May 21, 2024 the purchase price was revised to $11.7 million. The net proceeds will be reduced by transaction commissions and expenses payable by the Company and incurred in connection with the sale. The Sunnyvale Property consists of approximately 44,277 square feet of industrial and office space where the Company has its headquarters and distribution facilities. The Agreement contains customary representations, warranties, covenants and closing conditions. The Agreement can be terminated by the purchaser for any reason during the purchaser’s 45-day diligence period.

The Company further agreed that upon closing, the Company will enter into a lease agreement (the “Lease”) and lease all of the Sunnyvale Property from the purchaser that it currently occupies for an initial term of ten years from the closing of the sale of the Sunnyvale Property. The Company has the option to renew the term of the Lease for two additional five-year periods. Pursuant to the Lease, the Company is responsible for base rent initially at a rate of approximately $90,768 per month and the monthly operational expenses, such as maintenance, insurance, property taxes and utilities. The rental rate will increase three percent (3%) per year beginning on the first anniversary of the closing.

The closing of the transaction occurred in June 2024. In connection with the transaction, the Company presented the net book value of the real property of $5.6 million as assets held for sale in the Consolidated Balance Sheets as of March 31, 2024.

Accounting pronouncements effective for fiscal 2024 or not yet adopted by the Company

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.” 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 is 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 are 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. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. Adoption of this standard on April 1, 2023 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Accounting pronouncements not yet adopted by the Company

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will require the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (“CODM”). In addition, ASU 2023-07 will require the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss

information in assessing segment performance and deciding how to allocate resources. The Company is currently evaluating the effect that the updated standard will have on the Company's financial statement disclosures.

6. INCOME TAXES (Tables)

12 Months Ended

Mar. 31, 2024

INCOME TAXES

Loss before income taxes and provision for income taxes


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Loss before income taxes:
U.S.	$	(12,414)	$	(10,992)	$	(11,132)
Foreign		(7,603)		(4,613)		(5,281)
	$	(20,017)	$	(15,605)	$	(16,413)
Current income tax expense (benefit):
U.S. federal	$	—	$	—	$	—
Foreign		67		382		(48)
State		1		1		1
		68		383		(47)
Deferred income tax expense (benefit):
U.S. federal		2		(7)		2
State		—		(4)		—
		2		(11)		2
Provision (benefit) for income taxes	$	70	$	372	$	(45)

Income tax reconciliation


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
U.S. Federal taxes at statutory rate	$	(4,204)	$	(3,277)	$	(3,447)
State taxes, net of federal benefit		1		(3)		1
Stock-based compensation		408		463		605
Tax credits		(530)		(487)		(497)
Foreign tax rate differential		1,663		1,350		1,277
GILTI tax		232		1,262		—
Tax remeasurement		—		—		(220)
Non-deductible expenses and other		2		1		4
		(2,428)		(691)		(2,277)
Valuation allowance		2,498		1,063		2,232
	$	70	$	372	$	(45)

Deferred tax assets and deferred tax liabilities


	March 31,
	2024		2023

	(In thousands)
Deferred tax assets:
Tax credits	$	9,572	$	8,714
Net operating losses		4,807		4,064
Capitalized research and development		3,407		2,106
Stock-based compensation		1,168		1,119
Property and equipment		474		551
Unrecognized gains		—		10
Other reserves and accruals		748		1,073
Total deferred tax assets		20,176		17,637
Less valuation allowance		(20,165)		(17,480)
Deferred tax assets, net		11		157
Deferred tax liabilities:
Leased assets		(25)		(169)
Total deferred tax liabilities		(25)		(169)
Net deferred tax liability	$	(14)	$	(12)

Unrecognized tax benefits


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Unrecognized tax benefits, beginning of period	$	3,723	$	3,502	$	3,273
Additions based on tax positions related to current year		225		221		229
Unrecognized tax benefits, end of period	$	3,948	$	3,723	$	3,502

3. NET LOSS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
NET LOSS PER COMMON SHARE
Net loss	$ (20,087)	$ (15,977)	$ (16,368)
Weighted average shares - Basic	25,144	24,595	24,303
Weighted average shares - Dilutive	25,144	24,595	24,303
Net loss per common share - Basic	$ (0.80)	$ (0.65)	$ (0.67)
Net loss per common share - Diluted	$ (0.80)	$ (0.65)	$ (0.67)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

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+ Details

2. REVENUE RECOGNITION

12 Months Ended

Mar. 31, 2024

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 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 product sales is immaterial.

Substantially all of the Company’s revenue is derived from sales of SRAM products which represented approximately 99%, 97% and 97% of total revenues in the years ended March 31, 2024, 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 21%, 17% and 29% of the Company’s net revenues in fiscal 2024, 2023 and 2022, respectively.

See “Note 13 - Segment and Geographic Information” for revenue by shipment destination.

The following table presents the Company’s revenue disaggregated by customer type.


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Contract manufacturers	$	4,450	$	5,882	$	10,354
Distribution		16,636		23,023		22,289
OEMs		679		786		741
	$	21,765	$	29,691	$	33,384

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

3. NET LOSS PER COMMON SHARE (Tables)

12 Months Ended

Mar. 31, 2024

NET LOSS PER COMMON SHARE

Basic and diluted net loss per share


	Year Ended March 31,
	2024		2023		2022

	(In thousands, except per share amounts)
Net loss	$	(20,087)	$	(15,977)	$	(16,368)

Denominators:
Weighted average shares—Basic		25,144		24,595		24,303
Dilutive effect of employee stock options		—		—		—
Dilutive effect of employee stock purchase plan options		—		—		—
Weighted average shares—Dilutive		25,144		24,595		24,303
Net loss per common share—Basic	$	(0.80)	$	(0.65)	$	(0.67)
Net loss per common share—Diluted	$	(0.80)	$	(0.65)	$	(0.67)

Anti-dilutive shares


	Year Ended March 31,
	2024	2023	2022

	(In thousands)
Shares underlying options and ESPP shares	7,930	8,531	6,405

7. FINANCIAL INSTRUMENTS - Unrealized losses and fair value (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Fair Value
12 Months or Greater, Fair Value	$ 3,363
Total, Fair Value	3,363
Unrealized Loss
12 Months or Greater, Unrealized Loss	(40)
Total, Unrealized Loss	(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	636
Total, Fair Value	636
Unrealized Loss
12 Months or Greater, Unrealized Loss	(17)
Total, Unrealized Loss	$ (17)

4. BALANCE SHEET DETAIL - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Accrued expenses and other liabilities:
Accrued compensation	$ 3,173	$ 3,441
Accrued commissions	180	214
Income taxes payable	10	345
Miscellaneous accrued expenses	767	1,168
Total accrued expenses and other liabilities	$ 4,130	$ 5,168

6. INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Deferred tax assets:
Tax credits	$ 9,572,000	$ 8,714,000
Net operating losses	4,807,000	4,064,000
Capitalized research and development	3,407,000	2,106,000
Stock-based compensation	1,168,000	1,119,000
Property and equipment	474,000	551,000
Unrecognized gains		10,000
Other reserves and accruals	748,000	1,073,000
Total deferred tax assets	20,176,000	17,637,000
Valuation allowance	(20,165,000)	(17,480,000)
Total deferred tax assets	11,000	157,000
Deferred tax liabilities:
Leased assets	(25,000)	(169,000)
Total deferred tax liabilities	(25,000)	(169,000)
Net deferred tax liability	(14,000)	$ (12,000)
Deferred tax liabilities, undistributed foreign earnings	$ 0

4. BALANCE SHEET DETAIL - Additional information (Details) - USD ($) $ in Millions		12 Months Ended
	Nov. 30, 2022	Mar. 31, 2024	Mar. 31, 2023
Percentage of reduction in global work force	15.00%
Severance related charges		$ 0.0	$ 0.3
Cost of revenues
Severance related charges			0.1
Selling, general and administrative expense
Severance related charges			$ 0.2

8. LEASES - Maturity of lease liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Maturity of Lease Liabilities
2025	$ 578
2026	588
2027	438
2028	7
2029	0
Total undiscounted future cash flows	1,611
Less: Imputed interest	(89)
Total operating lease liabilities	1,522	$ 651
Current	567	413
Non-current	$ 955	$ 238

11. STOCK-BASED COMPENSATION - Stock-based compensation expense (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Stock-based compensation expense by line item
Stock-based compensation expense	$ 2,838,000	$ 2,469,000	$ 2,993,000
Cost of Revenues
Stock-based compensation expense by line item
Stock-based compensation expense	228,000	202,000	248,000
Research and Development Expense
Stock-based compensation expense by line item
Stock-based compensation expense	1,411,000	1,316,000	1,676,000
Selling, General and Administrative Expenses
Stock-based compensation expense by line item
Stock-based compensation expense	1,199,000	951,000	1,069,000
Employee Stock Purchase Plan Year 2007
Stock-based compensation expense by line item
Stock-based compensation expense	$ 230,000	$ 211,000	$ 260,000

11. STOCK-BASED COMPENSATION - Options outstanding by exercise price (Details) - $ / shares	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Options outstanding by exercise price
Exercise Price (in dollars per share)	$ 5.26	$ 5.62	$ 6.07	$ 6.17
Number of Shares Underlying Options Outstanding (in shares)	8,968,199
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 5.26
Options Outstanding, Weighted Average Remaining Contractual Life	5 years 7 months 20 days
Options Exercisable, Number Vested and Exercisable (in shares)	5,886,020
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 5.81
$0.00 - $2.00
Options outstanding by exercise price
Exercise Price, low end of range (in dollars per share)	0.00
Exercise Price, high end of range (in dollars per share)	$ 2.00
Number of Shares Underlying Options Outstanding (in shares)	985,533
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 1.91
Options Outstanding, Weighted Average Remaining Contractual Life	9 years 4 months 6 days
Options Exercisable, Number Vested and Exercisable (in shares)	198,491
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 1.88
$2.01 - $4.00
Options outstanding by exercise price
Exercise Price, low end of range (in dollars per share)	2.01
Exercise Price, high end of range (in dollars per share)	$ 4.00
Number of Shares Underlying Options Outstanding (in shares)	701,837
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 2.87
Options Outstanding, Weighted Average Remaining Contractual Life	5 years 8 months 4 days
Options Exercisable, Number Vested and Exercisable (in shares)	668,979
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 2.85
$4.01 - $6.00
Options outstanding by exercise price
Exercise Price, low end of range (in dollars per share)	4.01
Exercise Price, high end of range (in dollars per share)	$ 6.00
Number of Shares Underlying Options Outstanding (in shares)	4,483,354
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 5.07
Options Outstanding, Weighted Average Remaining Contractual Life	5 years 4 months 20 days
Options Exercisable, Number Vested and Exercisable (in shares)	2,291,598
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 5.18
$6.01 - $8.00
Options outstanding by exercise price
Exercise Price, low end of range (in dollars per share)	6.01
Exercise Price, high end of range (in dollars per share)	$ 8.00
Number of Shares Underlying Options Outstanding (in shares)	2,029,162
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 7.01
Options Outstanding, Weighted Average Remaining Contractual Life	4 years 6 months
Options Exercisable, Number Vested and Exercisable (in shares)	1,958,639
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 7.01
$8.01 - $10.00
Options outstanding by exercise price
Exercise Price, low end of range (in dollars per share)	8.01
Exercise Price, high end of range (in dollars per share)	$ 10.00
Number of Shares Underlying Options Outstanding (in shares)	768,313
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 8.24
Options Outstanding, Weighted Average Remaining Contractual Life	5 years 3 months 18 days
Options Exercisable, Number Vested and Exercisable (in shares)	768,313
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 8.24

4. BALANCE SHEET DETAIL - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Prepaid expenses and other current assets:
Prepaid tooling and masks	$ 668	$ 333
Other receivables	215	156
Other prepaid expenses and other current assets	1,071	925
Total prepaid expenses and other current assets	$ 1,954	$ 1,414

14. ACQUISITION (Details)		12 Months Ended
14. ACQUISITION (Details)	Nov. 23, 2015 USD ($) patent	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Other accrued expenses
Acquisition disclosure
Contingent consideration liability		$ 160,000	$ 1,100,000
Mika Monu
Acquisition disclosure
Contingent consideration		30,000,000.0
Change in contingent consideration liability		(1,000,000.0)	(1,900,000)	$ (1,600,000)
Mika Monu \| Other accrued expenses
Acquisition disclosure
Contingent consideration liability	$ 5,800,000	$ 160,000	$ 1,100,000
Mika Monu \| UNITED STATES
Acquisition disclosure
Number of patents held \| patent	12
Mika Monu \| Quarterly payments based on net revenue \| Maximum
Acquisition disclosure
Contingent consideration	$ 30,000,000.0
Contingent consideration, percent of net revenue	5.00%

8. LEASES - Operating leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases
Operating lease, option to extend	true
Operating lease, renewal term	5 years
Operating lease right-of-use assets	$ 1,553	$ 684
Lease liabilities, current	567	413
Lease liabilities, non-current	955	238
Total operating lease liabilities	$ 1,522	$ 651
Minimum
Leases
Operating lease, term of lease	29 months
Maximum
Leases
Operating lease, term of lease	37 months

6. INCOME TAXES - Tax Cuts and Jobs Act (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Valuation allowance	$ 20,165,000	$ 17,480,000
Valuation allowance, increase	2,700,000	$ 1,300,000
Tax effect, Global intangible low-taxed income	0
Federal
Net operating loss carryforwards for income tax purposes	16,500,000
Tax credit carryforwards for income tax purposes	5,200,000
State
Net operating loss carryforwards for income tax purposes	23,100,000
Tax credit carryforwards for income tax purposes	$ 5,600,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Net revenues	$ 21,765	$ 29,691	$ 33,384
Cost of revenues ($125, $240 and $397 to a related party)	9,942	12,010	14,847
Gross profit	11,823	17,681	18,537
Operating expenses:
Research and development	21,689	23,550	24,672
Selling, general and administrative	10,565	9,938	10,218
Total operating expenses	32,254	33,488	34,890
Loss from operations	(20,431)	(15,807)	(16,353)
Interest income, net	541	308	71
Other (expense), net	(127)	(106)	(131)
Loss before income taxes	(20,017)	(15,605)	(16,413)
Provision (benefit) for income taxes	70	372	(45)
Net loss	$ (20,087)	$ (15,977)	$ (16,368)
Net loss per share:
Basic	$ (0.80)	$ (0.65)	$ (0.67)
Diluted	$ (0.80)	$ (0.65)	$ (0.67)
Weighted average shares used in per share calculations:
Basic	25,144	24,595	24,303
Diluted	25,144	24,595	24,303

11. STOCK-BASED COMPENSATION - Weighted average assumptions (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Stock-based compensation
Expected life			5 years
Dividend yield (as a percent)	0.00%
Other information
Income tax benefit recognized from allocation of share-based compensation expense	$ 0	$ 0
Windfall tax benefits realized	0	$ 0
Unrecognized compensation costs	$ 4,200,000
Weighted average period of recognition of unrecognized compensation costs	2 years 2 months 4 days
Weighted average fair value per underlying share of options granted (in dollars per share)	$ 2.13	$ 1.38	$ 2.29
Minimum
Stock-based compensation
Expected life	4 years 6 months	4 years 7 months 6 days
Maximum
Stock-based compensation
Expected life	4 years 10 months 24 days	5 years
Employee Stock Option [Member]
Stock-based compensation
Risk-free interest rate, low end of range (as a percent)	3.69%	2.95%	0.66%
Risk-free interest rate, high end of range (as a percent)	4.80%	4.27%	1.62%
Expected life			5 years
Volatility, low end of range (as a percent)	80.70%	49.20%	47.70%
Volatility, high end of range (as a percent)	85.90%	53.10%	49.10%
Employee Stock Option [Member] \| Minimum
Stock-based compensation
Expected life	4 years 5 months 15 days	4 years 6 months 18 days
Employee Stock Option [Member] \| Maximum
Stock-based compensation
Expected life	4 years 11 months 8 days	5 years
Employee stock purchase plan options
Stock-based compensation
Risk-free interest rate, low end of range (as a percent)	5.26%	1.54%	0.04%
Risk-free interest rate, high end of range (as a percent)	5.38%	4.54%	0.07%
Expected life	6 months	6 months	6 months
Volatility, low end of range (as a percent)	28.80%	49.30%	45.60%
Volatility, high end of range (as a percent)	83.90%	58.20%	57.40%

9. COMMITMENTS AND CONTINGENCIES - Product warranties (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES
Royalty expense	$ 36,000	$ 39,000	$ 32,000
Product warranties
Warranty period	3 years

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Assets Abstract
Prepaid expenses and other current assets	$ 1,954,000	$ 1,414,000
Accounts payable	$ 668,000	$ 1,621,000
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	25,300,372	24,685,059
Common stock, shares outstanding	25,300,372	24,685,059
Related party
Assets Abstract
Prepaid expenses and other current assets	$ 375,000	$ 0
Accounts payable	$ 0	$ 8,000

10. COMMON STOCK (Details) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
COMMON STOCK.
Common stock, shares authorized	150,000,000	150,000,000
Common stock, par value	$ 0.001	$ 0.001

14. ACQUISITION

12 Months Ended

Mar. 31, 2024

ACQUISITION

NOTE 14 - ACQUISITION

NOTE 14—ACQUISITION

On November 23, 2015, the Company acquired all of the outstanding capital stock of privately held MikaMonu Group Ltd. (“MikaMonu”), a development-stage, Israel-based company that specialized in in-place associative computing for markets including big data, computer vision and cyber security. MikaMonu, located in Tel Aviv, held 12 United States patents and had a number of pending patent applications.

The acquisition was accounted for as a purchase under authoritative guidance for business combinations. The purchase price of the acquisition was allocated to the intangible assets acquired, with the excess of the purchase price over the fair value of assets acquired recorded as goodwill. The Company performs a goodwill impairment test in February of each fiscal year and if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis.

The acquisition agreement provides for potential “earnout” payments to the former MikaMonu shareholders in cash or shares of the Company’s common stock, at the Company’s discretion, during a period of up to ten years following the closing if certain revenue targets for products based on the MikaMonu technology are achieved. Earnout payments, up to a maximum of $30.0 million, equal to 5% of net revenues from the sale of qualifying products in excess of certain thresholds, will be made quarterly through December 31, 2025. As of March 31, 2024,

none of the revenue targets have been achieved and no revenue based earnout payments have been paid to the former MikaMonu shareholders.

The maximum amount of the remaining potential earnout payments totals approximately $30.0 million at March 31, 2024. The Company determined that the fair value of this contingent consideration liability was $5.8 million at the acquisition date. The contingent consideration liability is included in contingent consideration, non-current on the Consolidated Balance Sheets at March 31, 2024 and 2023 in the amount of $160,000 and $1.1 million, respectively.

At each reporting period, the contingent consideration liability is re-measured to fair value with changes recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. Re-measurement of the contingent consideration liability resulted in a reduction in fair value for the years ended March 31, 2024, 2023 and 2022 of ($1.0 million), ($1.9 million) and ($1.6 million), respectively. See Note 7 for the valuation of contingent consideration.

2. REVENUE RECOGNITION (Tables)

12 Months Ended

Mar. 31, 2024

REVENUE RECOGNITION.

Summary of revenue disaggregated by customer type


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Contract manufacturers	$	4,450	$	5,882	$	10,354
Distribution		16,636		23,023		22,289
OEMs		679		786		741
	$	21,765	$	29,691	$	33,384

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PP&E (Details)	12 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Property and equipment, net:
Impairment losses on long-lived equipment	$ 0	$ 0	$ 0
Inventories
Minimum months to determine excess inventory	12 months
Inventory write-downs	$ 180,000	226,000	$ 402,000
Segments
Number of operating segments \| segment	1
Accounting for stock-based compensation
Expected term			5 years
Dividend yield (as a percent)	0.00%
Comprehensive income (loss)	$ (20,047,000)	(15,950,000)	$ (16,502,000)
Income taxes
Net deferred tax assets	20,200,000	17,500,000
Valuation allowance	$ 20,165,000	$ 17,480,000
Minimum
Property and equipment, net:
Useful life, intangible assets	5 years
Accounting for stock-based compensation
Expected term	4 years 6 months	4 years 7 months 6 days
Maximum
Property and equipment, net:
Useful life, intangible assets	15 years
Accounting for stock-based compensation
Expected term	4 years 10 months 24 days	5 years
Software \| Minimum
Property and equipment, net:
Useful life, property and equipment	3 years
Software \| Maximum
Property and equipment, net:
Useful life, property and equipment	5 years
Computer and other equipment \| Minimum
Property and equipment, net:
Useful life, property and equipment	5 years
Computer and other equipment \| Maximum
Property and equipment, net:
Useful life, property and equipment	10 years
Building and building improvements \| Minimum
Property and equipment, net:
Useful life, property and equipment	10 years
Building and building improvements \| Maximum
Property and equipment, net:
Useful life, property and equipment	25 years
Furniture and fixtures
Property and equipment, net:
Useful life, property and equipment	7 years

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Mar. 31, 2024

The Company And Summary Of Significant Accounting Policies

Schedule of property plant and equipment useful life



Software		3 to 5 years
Computer and other equipment		5 to 10 years
Building and building improvements		10 to 25 years
Furniture and fixtures		7 years

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	12 Months Ended
	Mar. 31, 2024 USD ($)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Offering costs	$ 389

6. INCOME TAXES

12 Months Ended

Mar. 31, 2024

INCOME TAXES

NOTE 6 - INCOME TAXES

NOTE 6—INCOME TAXES

Loss before income taxes and the provision for income taxes consists of the following:


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Loss before income taxes:
U.S.	$	(12,414)	$	(10,992)	$	(11,132)
Foreign		(7,603)		(4,613)		(5,281)
	$	(20,017)	$	(15,605)	$	(16,413)
Current income tax expense (benefit):
U.S. federal	$	—	$	—	$	—
Foreign		67		382		(48)
State		1		1		1
		68		383		(47)
Deferred income tax expense (benefit):
U.S. federal		2		(7)		2
State		—		(4)		—
		2		(11)		2
Provision (benefit) for income taxes	$	70	$	372	$	(45)

The provision for income tax differs from the amount of income tax determined by applying the applicable U.S. statutory income tax rate to pre-tax loss as follows:


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
U.S. Federal taxes at statutory rate	$	(4,204)	$	(3,277)	$	(3,447)
State taxes, net of federal benefit		1		(3)		1
Stock-based compensation		408		463		605
Tax credits		(530)		(487)		(497)
Foreign tax rate differential		1,663		1,350		1,277
GILTI tax		232		1,262		—
Tax remeasurement		—		—		(220)
Non-deductible expenses and other		2		1		4
		(2,428)		(691)		(2,277)
Valuation allowance		2,498		1,063		2,232
	$	70	$	372	$	(45)

Deferred tax assets and deferred tax liabilities consist of the following:


	March 31,
	2024		2023

	(In thousands)
Deferred tax assets:
Tax credits	$	9,572	$	8,714
Net operating losses		4,807		4,064
Capitalized research and development		3,407		2,106
Stock-based compensation		1,168		1,119
Property and equipment		474		551
Unrecognized gains		—		10
Other reserves and accruals		748		1,073
Total deferred tax assets		20,176		17,637
Less valuation allowance		(20,165)		(17,480)
Deferred tax assets, net		11		157
Deferred tax liabilities:
Leased assets		(25)		(169)
Total deferred tax liabilities		(25)		(169)
Net deferred tax liability	$	(14)	$	(12)

The Company currently intends to indefinitely reinvest earnings in operations outside the United States. No provision has been made for state income taxes that might be payable upon remittance of such earnings, nor is it practicable to determine the amount of such potential liability.

As of March 31, 2024 and 2023, $3.9 million and $3.7 million, respectively, of unrecognized tax benefits had been recorded as a reduction to net deferred tax assets. It is possible, however, that some months or years may elapse

before an uncertain position for which the Company has established a reserve is resolved. A reconciliation of unrecognized tax benefits is as follows:


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Unrecognized tax benefits, beginning of period	$	3,723	$	3,502	$	3,273
Additions based on tax positions related to current year		225		221		229
Unrecognized tax benefits, end of period	$	3,948	$	3,723	$	3,502

There is no unrecognized tax benefit balance as of March 31, 2024 that would affect the Company’s effective tax rate if recognized after considering the valuation allowance. At March 31, 2024, due to the Company’s valuation allowance in the United States, there was no net income tax effect related to Global intangible low-taxed income (“GILTI”) in the Company’s fiscal year ended March 31, 2024.

Management believes that within the next twelve months the Company could have a reduction in uncertain tax benefits of up to $767,000, including interest and penalties, as a result of the lapse of statute of limitations.

The Company's federal and state net operating loss carryforwards for income tax purposes are approximately $16.5 million and $23.1 million, respectively, at March 31, 2024. The Company's federal net operating loss carryforwards do not expire and the Company’s state tax net operating loss carryforwards expire beginning in 2034. The Company's federal and state tax credit carryforwards for income tax purposes are approximately $5.2 million and $5.6 million respectively, at March 31, 2024. The Company's federal tax credit carryforwards expire beginning in 2033. The Company's state tax credit carryforwards have no expiration date. Utilization of the Company’s net operating loss carryforwards and research tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss carryforwards and research tax credit carryforwards before utilization. The Company has not performed an analysis to determine if a limitation applies and whether the limitation would cause the net operating losses to expire unutilized.

Due to historical losses in the U.S., the Company has a full valuation allowance on its U.S. federal and state deferred tax assets. As of March 31, 2024 and 2023, the Company’s net deferred tax assets of $20.2 million and $17.5 million, respectively, were subject to a valuation allowance of $20.2 million and $17.5 million, respectively. The net valuation allowance increased by $2.7 million and $1.3 million in fiscal 2024 and 2023, respectively. As of March 31, 2024 and 2023, the Company’s net deferred tax liabilities were $14,000 and $12,000, respectively. The deferred tax assets consist primarily of the tax credits and federal and state net operating losses. Realization of deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. In assessing the realizability of deferred tax assets, management determined that it is more likely than not that no deferred tax assets will be realized. Therefore, the Company has provided a full valuation allowance against these deferred tax assets.

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 the federal tax authorities and fiscal years 2012 through 2022 remain open to examination by the state of California. Fiscal years 2020, 2021, 2022 and 2023 are subject to audit by the Israeli tax authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 14
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

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-Topic 740
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

8. LEASES - Lease costs (Details) - USD ($) $ in Thousands	12 Months Ended
8. LEASES - Lease costs (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Components of lease costs
Operating lease cost	$ 572	$ 592
Short-term lease cost	32	31
Lease costs	$ 604	$ 623

10. COMMON STOCK

12 Months Ended

Mar. 31, 2024

COMMON STOCK.

NOTE 10 - COMMON STOCK

NOTE 10—COMMON STOCK

The Company’s Certificate of Incorporation, as amended, authorizes the Company to issue 150,000,000 shares of $0.001 par value common stock.

The Company’s board of directors has authorized the repurchase, at management’s discretion, of shares of its common stock. Under the repurchase program, the Company may repurchase shares from time to time on the open market or in private transactions. The specific timing and amount of the repurchases will be dependent on market conditions, securities law limitations and other factors. The repurchase program may be suspended or terminated at any time without prior notice. Through March 31, 2024, including the shares purchased in a modified “Dutch Auction” self-tender offer, the Company has repurchased and retired a total of 12,004,779 shares at an average cost of $5.06 per share for a total cost of $60.7 million. At March 31, 2024, management was authorized to repurchase additional shares with a value of up to $4.3 million under the repurchase program.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
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+ Details

11. STOCK-BASED COMPENSATION (Details)	1 Months Ended		12 Months Ended
11. STOCK-BASED COMPENSATION (Details)	Jul. 31, 2021 USD ($) shares	Jun. 30, 2016 shares	Mar. 31, 2024 USD ($) item shares	Mar. 31, 2023 shares	Mar. 31, 2022 shares	Mar. 31, 2007 shares
Share-based Compensation Arrangement by Share-based Payment Award
Granted (in shares)			1,272,502	1,535,647	1,280,761
Equity Incentive Plan Year 2007 [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Maximum shares authorized						3,000,000
Maximum annual plan shares authorized reserve increase percentage			5.00%
Granted (in shares)			0
Equity Incentive Plan Year 2007 [Member] \| Non Officer Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Vesting percentage			25.00%
Equity Incentive Plan Year 2007 [Member] \| Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			4 years
2016 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Additional shares authorized	4,000,000
Shares available for future award		6,000,000
Previously authorized shares cancelled (in shares)		705,699
Maximum shares subject to stock options and stock appreciation rights granted per employee per fiscal year			300,000
Maximum shares subject to stock restricted stock and restricted stock unit awards granted per employee per fiscal year			100,000
Maximum shares subject to performance share awards granted per employee per fiscal year			50,000
Maximum amount subject to performance unit awards granted per employee per fiscal year \| $			$ 500,000
Maximum amount subject to cash-based or other stock-based awards granted per employee per fiscal year \| $			$ 500,000
Maximum shares subject to cash-based or other stock-based awards granted per employee per fiscal year			50,000
2016 Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Aggregate fair value maximum, amended, annual awards and compensation for services, non-employee director \| $	$ 300,000
Aggregate fair value maximum, annual awards for services, non-employee director \| $	$ 150,000
2016 Equity Incentive Plan \| Non Officer Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Vesting percentage			25.00%
2016 Equity Incentive Plan \| Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			4 years
2016 Equity Incentive Plan \| Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Maximum total fair market value of a share \| $			$ 150,000
Employee Stock Purchase Plan Year 2007
Share-based Compensation Arrangement by Share-based Payment Award
Maximum shares authorized						500,000
Maximum annual plan shares authorized reserve increase percentage			1.00%
Maximum annual plan shares authorized reserve share increase			250,000
Minimum hours to work per week to qualify for the Employee Stock Purchase Plan \| item			20
Minimum number of months per year needed to work to qualify for the Employee Stock Purchase Plan			5 months
Maximum percentage stock ownership to qualify for the Employee Stock Purchase Plan			5.00%
Maximum annual purchase rights per employee per year to enable granting of additional rights \| $			$ 25,000
Offering period length			6 months
Exercise price percentage of fair value of shares			85.00%
Maximum share purchase per employee per offering period number of shares multiplier			1,000
Maximum share purchase per employee per offering period value multiplier			2,083.33
Shares issued (in shares)			240,100
Employee Stock Purchase Plan Year 2007 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Offering period length			27 months

2. REVENUE RECOGNITION (Details)	12 Months Ended
2. REVENUE RECOGNITION (Details)	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Practical Expedient, Incremental Cost of Obtaining Contract	true
Warranty period	3 years
Sales revenue goods \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	21.00%	17.00%	29.00%
SRAM Products \| Sales Revenue, Net \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	99.00%	97.00%	97.00%
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

6. INCOME TAXES - Unrecognized tax benefits (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Unrecognized tax benefits, noncurrent	$ 0
Deferred tax assets unrecognized tax benefit	3,900,000	$ 3,700,000
Deferred tax assets, gross	20,176,000	17,637,000
Valuation allowance	(20,165,000)	(17,480,000)
Net deferred tax asset	20,200,000	17,500,000
Provision for income taxes	70,000	372,000	$ (45,000)
Income (loss) before income taxes	(20,017,000)	(15,605,000)	(16,413,000)
Deferred tax liability	14,000	12,000
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, beginning of period	3,723,000	3,502,000	3,273,000
Additions based on tax positions related to current year	225,000	221,000	229,000
Unrecognized tax benefits, end of period	3,948,000	$ 3,723,000	$ 3,502,000
Maximum
Possible reduction in uncertain tax benefits	$ 767,000

12. RELATED PARTY TRANSACTION

12 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTION

NOTE 12 - RELATED PARTY TRANSACTION

NOTE 12—RELATED PARTY TRANSACTION

The Company incurred engineering service expense and manufacturing services of approximately $500,000, $240,000 and $397,000 during the fiscal years ended March 31, 2024, 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 March 31, 2024 and 2023, respectively, is included in accounts payable in the Consolidated Balance Sheets. Amounts paid to WNC of $375,000 and $0 are included in prepaid expenses and other current assets in the Consolidated Balance Sheets at March 31, 2024 and 2023, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

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+ Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (20,087)	$ (15,977)	$ (16,368)
Net unrealized gain (loss) on available-for-sale investments	40	27	(134)
Total comprehensive loss	$ (20,047)	$ (15,950)	$ (16,502)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

4. BALANCE SHEET DETAIL - Property and equipment, net (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Property and equipment, net:
Property and equipment, gross	$ 24,012,000	$ 32,269,000
Less: Accumulated depreciation	(22,864,000)	(24,846,000)
Total property and equipment, net	1,148,000	7,423,000
Depreciation	693,000	782,000	$ 771,000
Computer and other equipment
Property and equipment, net:
Property and equipment, gross	18,555,000	19,188,000
Software
Property and equipment, net:
Property and equipment, gross	4,428,000	4,428,000
Land
Property and equipment, net:
Property and equipment, gross		3,900,000
Building and building improvements
Property and equipment, net:
Property and equipment, gross		3,741,000
Furniture and fixtures
Property and equipment, net:
Property and equipment, gross	102,000	102,000
Leasehold improvements
Property and equipment, net:
Property and equipment, gross	$ 927,000	$ 910,000

15. EMPLOYEE BENEFIT PLANS

12 Months Ended

Mar. 31, 2024

EMPLOYEE BENEFIT PLANS

NOTE 15 - EMPLOYEE BENEFIT PLANS

NOTE 15—EMPLOYEE BENEFIT PLANS

The Company provides a defined contribution retirement plan (the “Retirement Plan”), which qualifies under Section 401(k) of the Internal Revenue Code of 1986. The Retirement Plan covers essentially all United States employees. Eligible employees may make contributions to the Retirement Plan up to 15% of their annual compensation, but no greater than the annual IRS limitation for any plan year. The Retirement Plan does not provide for Company contributions.

The Company provides a defined contribution retirement plan (the “Taiwan Pension Plan”) that covers essentially all of its employees located in Taiwan. The Company makes contributions to the Taiwan Pension Plan equal to 6% of eligible compensation and employees can make voluntary contributions of up to 6% of eligible compensation. All contributions are fully vested.

The Company provides a defined contribution retirement plan (the “Pension Plan”) that covers essentially all of its employees located in Israel. Eligible employees may make contributions to the Pension Plan up to 6% of eligible compensation, and the Company contributes up to 15.83% of eligible compensation. All contributions are fully vested.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Mar. 31, 2024 USD ($)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Offering costs	$ 389

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (20,087,000)	$ (15,977,000)	$ (16,368,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for credit losses	(16,000)	(21,000)	(39,000)
Provision for excess and obsolete inventories	180,000	226,000	402,000
Non-cash lease expense	576,000	581,000	373,000
Change in fair value of contingent consideration	(892,000)	(1,685,000)	(1,487,000)
Depreciation and amortization	927,000	1,015,000	1,004,000
Stock-based compensation	2,838,000	2,469,000	2,993,000
Amortization of premium on investments	(2,000)	13,000	69,000
Changes in assets and liabilities:
Accounts receivable	369,000	1,068,000	(814,000)
Inventories	1,258,000	(1,986,000)	(714,000)
Prepaid expenses and other assets	(536,000)	140,000	(70,000)
Accounts payable	(355,000)	(383,000)	(127,000)
Accrued expenses and other liabilities	(1,610,000)	(2,305,000)	952,000
Net cash used in operating activities	(17,350,000)	(16,845,000)	(13,826,000)
Cash flows from investing activities:
Purchase of investments			(7,163,000)
Maturities of short-term investments	3,405,000	7,000,000	12,132,000
Purchases of property and equipment	(645,000)	(316,000)	(774,000)
Net cash provided by investing activities	2,760,000	6,684,000	4,195,000
Cash flows from financing activities:
Proceeds from issuance of common stock under At-the-Market offering, net of offering costs of $389	153,000
Proceeds from issuance of common stock under employee stock plans	1,654,000	402,000	2,368,000
Net cash provided by financing activities	1,807,000	402,000	2,368,000
Net decrease in cash and cash equivalents	(12,783,000)	(9,759,000)	(7,263,000)
Cash and cash equivalents at beginning of the period	27,212,000	36,971,000	44,234,000
Cash and cash equivalents at end of the period	14,429,000	27,212,000	36,971,000
Non-cash investing and financing activities:
Purchases of property and equipment through accounts payable and accruals	598,000	564,000	34,000
Operating lease right-of-use assets exchanged for lease obligations	1,445,000	376,000	585,000
Supplemental cash flow information:
Net cash paid for income taxes	$ 389,000	$ 155,000	$ 26,000

2. REVENUE RECOGNITION - Revenue disaggregated (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Net revenues	$ 21,765	$ 29,691	$ 33,384
Contract Manufacturers
Disaggregation of Revenue [Line Items]
Net revenues	4,450	5,882	10,354
Distribution
Disaggregation of Revenue [Line Items]
Net revenues	16,636	23,023	22,289
OEMs
Disaggregation of Revenue [Line Items]
Net revenues	$ 679	$ 786	$ 741

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

17. SUBSEQUENT EVENT

12 Months Ended

Mar. 31, 2024

SUBSEQUENT EVENT

NOTE 17 - SUBSEQUENT EVENT

NOTE 17—SUBSEQUENT EVENT

On April 2, 2024, the Company entered into a purchase and sale agreement (the “Agreement”) with D.R. Stephens & Company, LLC, as purchaser, to sell the Company’s 1213 Elko Drive property in Sunnyvale, California (the “Sunnyvale Property”). The final purchase price for the Sunnyvale Property was $11.7 million in cash. The net proceeds were reduced by transaction commissions and expenses payable by the Company and incurred in connection with the sale. The Sunnyvale Property consists of approximately 44,277 square feet of industrial and office space where the Company has its headquarters and distribution facilities. The Agreement contains customary representations, warranties, covenants and closing conditions.

The Company further agreed that upon closing, the Company would enter into a lease agreement (the “Lease”) and lease all of the Sunnyvale Property from the purchaser that it currently occupies for an initial term of ten years from the closing of the sale of the Sunnyvale Property. The Company has the option to renew the term of the Lease for two additional five-year periods. Pursuant to the Lease, the Company is responsible for base rent initially at a rate of approximately $90,768 per month and the monthly operational expenses, such as maintenance, insurance, property taxes and utilities. The rental rate will increase three percent (3%) per year beginning on the first anniversary of the closing.

The closing of the transaction occurred in June 2024. In connection with the transaction, the Company presented the net book value of the Real Property of $5.6 million as assets held for sale in the Consolidated Balance Sheets as of March 31, 2024.

4. BALANCE SHEET DETAIL - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Inventories:
Work-in-progress	$ 2,865	$ 3,629
Finished goods	2,112	2,767
Inventory at distributors		19
Total inventory	$ 4,977	$ 6,415

6. INCOME TAXES - Statutory income tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
INCOME TAXES
U.S. Federal taxes at statutory rate	$ (4,204)	$ (3,277)	$ (3,447)
State taxes, net of federal benefit	1	(3)	1
Stock-based compensation	408	463	605
Tax credits	(530)	(487)	(497)
Foreign tax rate differential	1,663	1,350	1,277
GILTI tax	232	1,262
Tax remeasurement			(220)
Non-deductible expenses and other	2	1	4
Income tax expense (benefit) before change in valuation allowance	(2,428)	(691)	(2,277)
Valuation allowance	2,498	1,063	2,232
Provision for income taxes	$ 70	$ 372	$ (45)

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Mar. 31, 2024	May 31, 2024	Sep. 29, 2023
Document And Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Mar. 31, 2024
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 Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
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
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		25,446,380
Entity Public Float			$ 54.6
Entity Central Index Key	0001126741
Current Fiscal Year End Date	--03-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Auditor Name	BDO USA, P.C.
Auditor Firm ID	243
Auditor Location	San Jose, California
Amendment Flag	false

6. INCOME TAXES - Provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Loss before income taxes:
U.S.	$ (12,414)	$ (10,992)	$ (11,132)
Foreign	(7,603)	(4,613)	(5,281)
Loss before income taxes	(20,017)	(15,605)	(16,413)
Current income tax expense (benefit):
Foreign	67	382	(48)
State	1	1	1
Current income tax expense (benefit)	68	383	(47)
Deferred income tax expense (benefit):
U.S. federal	2	(7)	2
State		(4)
Deferred income tax expense (benefit)	2	(11)	2
Provision (benefit) for income taxes	$ 70	$ 372	$ (45)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)			12 Months Ended
	May 21, 2024 USD ($)	Apr. 02, 2024 USD ($) ft² item	Mar. 31, 2024 USD ($) customer item facility subsidiary	Mar. 31, 2023 USD ($) customer	Mar. 31, 2022 USD ($) customer
Basis of consolidation and risks and uncertainties
Number of subsidiaries \| subsidiary			4
Number of principal operations near fault lines \| facility			2
Allowance for doubtful accounts receivable write offs			$ 0	$ 0	$ 0
Number of reporting units \| item			1
Agreement
Basis of consolidation and risks and uncertainties
Sale and lease back transaction net book value			$ 5,600,000
Subsequent Event \| Agreement
Basis of consolidation and risks and uncertainties
Sale and lease back transaction date		Apr. 02, 2024
Sale and lease back transaction , Description of assets		On April 2, 2024, the Company entered into a purchase and sale agreement (the “Agreement”) with D.R. Stephens & Company, LLC, as purchaser, to sell the Company’s 1213 Elko Drive property in Sunnyvale, California (the “Sunnyvale Property”) for $11.9 million in cash. On May 21, 2024 the purchase price was revised to $11.7 million. The net proceeds will be reduced by transaction commissions and expenses payable by the Company and incurred in connection with the sale. The Sunnyvale Property consists of approximately 44,277 square feet of industrial and office space where the Company has its headquarters and distribution facilities. The Agreement contains customary representations, warranties, covenants and closing conditions. The Agreement can be terminated by the purchaser for any reason during the purchaser’s 45-day diligence period.
Sale and lease back transaction value	$ 11,700,000	$ 11,900,000
Building square footage \| ft²		44,277
Diligence period		45 days
Sale and lease back transaction , Lease term		10 years
Sale and lease back transaction , Renewal option in period \| item		2
Additional sale and leaseback transaction period		5 years
Base rent (per month)		$ 90,768
Increase in rent		3
Accounts Receivable
Basis of consolidation and risks and uncertainties
Number of customers \| customer			3	3
Accounts Receivable \| Customer Concentration Risk \| Major Customer One
Basis of consolidation and risks and uncertainties
Percentage attributable to customers			46.00%	36.00%
Accounts Receivable \| Customer Concentration Risk \| Major Customer Two
Basis of consolidation and risks and uncertainties
Percentage attributable to customers			18.00%	25.00%
Accounts Receivable \| Customer Concentration Risk \| Major Customer Three
Basis of consolidation and risks and uncertainties
Percentage attributable to customers			14.00%	19.00%
Sales Revenue, Net
Basis of consolidation and risks and uncertainties
Number of customers \| customer			2	3	4
Sales Revenue, Net \| Customer Concentration Risk \| Major Customer One
Basis of consolidation and risks and uncertainties
Percentage attributable to customers			51.00%	48.00%	38.00%
Sales Revenue, Net \| Customer Concentration Risk \| Major Customer Two
Basis of consolidation and risks and uncertainties
Percentage attributable to customers			14.00%	17.00%	17.00%
Sales Revenue, Net \| Customer Concentration Risk \| Major Customer Three
Basis of consolidation and risks and uncertainties
Percentage attributable to customers				10.00%	16.00%
Sales Revenue, Net \| Customer Concentration Risk \| Major Customer Four
Basis of consolidation and risks and uncertainties
Percentage attributable to customers					11.00%

7. FINANCIAL INSTRUMENTS - Available-for-sale investments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Short-term Investments
Available-for-sale investments
Cost		$ 3,403
Gross Unrealized Losses		(40)
Fair Value	$ 0	3,363
Short-term investments, Certificates of deposit
Available-for-sale investments
Cost		1,750
Gross Unrealized Losses		(13)
Fair Value		1,737
Short-term investments, Supranational obligations
Available-for-sale investments
Cost		654
Gross Unrealized Losses		(17)
Fair Value		637
Short-term investments, Agency bonds
Available-for-sale investments
Cost		999
Gross Unrealized Losses		(10)
Fair Value		$ 989

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

13. SEGMENT AND GEOGRAPHIC INFORMATION - Revenue (Details) $ in Thousands	12 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Net revenues by geographic area
Net revenues	$ 21,765	$ 29,691	$ 33,384
Number of reporting units \| segment	1
United States
Net revenues by geographic area
Net revenues	$ 11,461	14,435	15,517
China
Net revenues by geographic area
Net revenues	1,262	1,582	2,108
Singapore
Net revenues by geographic area
Net revenues	2,034	4,941	5,731
Netherlands
Net revenues by geographic area
Net revenues	2,825	3,087	5,172
Germany
Net revenues by geographic area
Net revenues	3,498	4,474	3,471
Rest of the world
Net revenues by geographic area
Net revenues	$ 685	$ 1,172	$ 1,385

- Definition

+ References

+ Details

8. LEASES

12 Months Ended

Mar. 31, 2024

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 29 months to 37 months, one of which includes an option to extend for 5 years.

Supplemental balance sheet information related to leases was as follows:


	As of		As of
	March 31, 2024		March 31, 2023

	(In thousands)
Operating Leases
Operating lease right-of-use assets	$	1,553	$	684

Lease liabilities-current	$	567	$	413
Lease liabilities-non-current		955		238
Total operating lease liabilities	$	1,522	$	651

The following table provides the details of lease costs:


	Year Ended March 31,
	2024		2023

	(In thousands)
Operating lease cost	$	572	$	592
Short-term lease cost		32		31
	$	604	$	623

The following table provides other information related to leases:


	Year Ended March 31,
	2024		2023

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	570	$	589

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	1,445	$	376

Weighted-average remaining lease term (years):
Operating leases		2.78		2.42

Weighted-average discount rate:
Operating leases		4.22%		4.37%

The following table provides the maturities of the Company’s operating lease liabilities as of March 31, 2024:


	Operating Lease
	Liabilities
Fiscal Year	(In thousands)
2025	$	578
2026		588
2027		438
2028		7
2029		0
Total undiscounted future cash flows		1,611
Less: Imputed interest		(89)
Present value of undiscounted future cash flows	$	1,522

Presentation on statement of financial position
Current	$	567
Non-current	$	955

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (20,087)	$ (15,977)	$ (16,368)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

4. BALANCE SHEET DETAIL - Future amortization (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Fiscal year ending March 31,
2025	$ 233
2026	233
2027	233
2028	233
2029	233
Thereafter	391
Total	$ 1,556	$ 1,790

13. SEGMENT AND GEOGRAPHIC INFORMATION - Long-lived assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Net revenues and long-lived assets by geographic area
Long-lived assets and operating lease right-of-use assets	$ 8,330	$ 8,107
United States
Net revenues and long-lived assets by geographic area
Long-lived assets and operating lease right-of-use assets	6,805	7,453
Taiwan
Net revenues and long-lived assets by geographic area
Long-lived assets and operating lease right-of-use assets	590	177
Israel
Net revenues and long-lived assets by geographic area
Long-lived assets and operating lease right-of-use assets	$ 935	$ 477

13. SEGMENT AND GEOGRAPHIC INFORMATION

12 Months Ended

Mar. 31, 2024

SEGMENT AND GEOGRAPHIC INFORMATION

NOTE 13 - SEGMENT AND GEOGRAPHIC INFORMATION

NOTE 13—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:


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
United States	$	11,461	$	14,435	$	15,517
China		1,262		1,582		2,108
Singapore		2,034		4,941		5,731
Netherlands		2,825		3,087		5,172
Germany		3,498		4,474		3,471
Rest of the world		685		1,172		1,385
	$	21,765	$	29,691	$	33,384

All sales are denominated in United States dollars.

The locations and net book value of long-lived assets and operating lease right-of-use assets are as follows:


	March 31,
	2024		2023

	(In thousands)
United States	$	6,805	$	7,453
Taiwan		590		177
Israel		935		477
	$	8,330	$	8,107

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

10. COMMON STOCK - Repurchases (Details) - Common $ / shares in Units, $ in Millions	12 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Share repurchase program
Repurchase of common stock, shares \| shares	12,004,779
Treasury stock acquired cost per share \| $ / shares	$ 5.06
Repurchase of common stock, amount	$ 60.7
Remaining authorized amount to be repurchased	$ 4.3

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

- Definition

Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Mar. 31, 2024

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

The Company

GSI Technology, Inc. (the “Company”) was incorporated in California in March 1995 and reincorporated in Delaware on June 9, 2004. The Company is a provider of high-performance semiconductor memory solutions to networking, industrial, medical, aerospace and military customers. The Company’s products are incorporated primarily in high-performance networking and telecommunications equipment, such as routers, switches, wide area network infrastructure equipment, wireless base stations and network access equipment. In addition, the Company serves the ongoing needs of the military, industrial, test equipment and medical markets for high-performance SRAMs. The Company’s in-place associative computing product is targeted for markets including computer vision, synthetic aperture radar, drug discovery, cybersecurity, and service markets such as NoSQL, Elasticsearch, and OpenSearch, which the Company plans to support with a SaaS solution.

Accounting principles

The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Basis of consolidation

Use of estimates

Government Agreements

Credit Losses—Marketable Securities

Credit Losses—Accounts Receivable

Risk and uncertainties

Revenue recognition

Cash and cash equivalents

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” on the Consolidated Balance Sheets.

Concentration of credit risk

Inventories

The Company recorded write-downs of excess and obsolete inventories of $180,000, $226,000 and $402,000, respectively, in fiscal 2024, 2023 and 2022.

Property and equipment, net

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as presented below:



Software		3 to 5 years
Computer and other equipment		5 to 10 years
Building and building improvements		10 to 25 years
Furniture and fixtures		7 years

Operating Leases

Impairment of long-lived assets

Goodwill and intangible assets

Goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

Research and development

Income taxes

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the Consolidated Statements of Operations

Shipping and handling costs

The Company records costs related to shipping and handling in cost of revenues.

Advertising expense

Advertising costs are charged to expense in the period incurred. Advertising expense was not material for the years ended March 31, 2024, 2023 and 2022.

Foreign currency transactions

Segments

Accounting for stock-based compensation

Comprehensive loss

Asset sale and leaseback transaction

Accounting pronouncements effective for fiscal 2024

Accounting pronouncements not yet adopted by the Company

11. STOCK-BASED COMPENSATION

12 Months Ended

Mar. 31, 2024

STOCK-BASED COMPENSATION

NOTE 11 - STOCK-BASED COMPENSATION

NOTE 11—STOCK-BASED COMPENSATION

The 2007 Equity Incentive Plan

In January 2007, the Company’s board of directors approved the 2007 Equity Incentive Plan, (the “2007 Plan”), which was subsequently approved by the Company’s stockholders in March 2007. A total of 3,000,000 shares of common stock were authorized and reserved for issuance under the 2007 Plan. This reserve automatically increased on April 1 of each year through 2017 by an amount equal to the smaller of (a) five percent of the number of shares of common stock issued and outstanding on the immediately preceding March 31, or (b) a lesser amount determined by the board of directors. As described below, the 2007 Plan was terminated in August 2016 and no further awards may be granted pursuant to the 2007 Plan. In the event of a stock split or other change in the Company’s capital structure, appropriate adjustments will be made in the number of outstanding awards to prevent dilution or enlargement of participants’ rights.

Awards could be granted under the 2007 Plan to the Company’s employees, including officers, directors, or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. Options granted to non-officer employees generally vest at the rate of 25% on the first anniversary and subsequent anniversaries of the date of grant, while grants to officers vest in full four years after the anniversary date of the officer’s employment that is closest to the date of grant.

In the event of a change in control as described in the 2007 Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2007 Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or exercised or settled prior to the change in control will terminate effective as of the time of the change in control. The administrator may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all nonemployee director awards will automatically be accelerated in full. The 2007 Plan also authorizes the administrator, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each vested share subject to the cancelled award of an amount equal to the excess of the

consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the award.

The 2016 Equity Incentive Plan

In June 2016, the Company’s board of directors approved the 2016 Equity Incentive Plan, (the “2016 Plan”), which was subsequently approved by the Company’s stockholders in August 2016. In connection with the stockholders’ approval of the 2016 Plan, 6,000,000 shares available for future award under the 2007 Plan were transferred to the 2016 Plan, 705,699 shares available for grant under the 2007 plan were canceled and the 2007 Plan was terminated. The Company granted options under the 2007 Plan until August 2016, and the 2007 Plan continues to govern the terms of options that remain outstanding under the 2007 Plan.

In July 2021, the Company’s board of directors approved the amendment and restatement of the 2016 Plan, which was subsequently approved by the Company’s stockholders in August 2021. The following summary highlights the material changes to the 2016 Plan:

●

The number of shares available for issuance was increased by 4,000,000 shares;

●

The sum of the aggregate grant date fair value of all equity awards and cash compensation for services as a director that may be provided to any non-employee director in any fiscal year was limited to $300,000, reflecting an amendment to a provision of the 2016 Plan that applies a limit of $150,000 to the grant of equity awards alone in any fiscal year; and

●

The period during which new awards may be granted under the 2016 Plan was extended to August 25, 2031.

Appropriate and proportionate adjustments will be made to the number of shares authorized and other numerical limits in the 2016 Plan and to outstanding awards in the event of any change in the Company’s common stock through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares or similar change in the Company’s capital structure, or if the Company makes a distribution to its stockholders in a form other than common stock (excluding regular and periodic cash dividends) that has a material effect on the fair market value of the Company’s common stock. In such circumstances, the administrator also has the discretion under the 2016 Plan to adjust other terms of outstanding awards as it deems appropriate.

If any award granted under the 2016 Plan expires or otherwise terminates for any reason without having been exercised or settled in full, or if shares subject to forfeiture or repurchase are forfeited or repurchased by the Company for not more than the participant's purchase price, any such shares reacquired or subject to a terminated award will again become available for issuance under the 2016 Plan. Shares will not be treated as having been issued under the 2016 Plan and will therefore not reduce the number of shares available for issuance to the extent an award is settled in cash or to the extent that shares are withheld or reacquired by the Company in satisfaction of a tax withholding obligation. Upon the exercise of a stock appreciation right, tender of shares in payment of an option's exercise price or net-exercise of an option, the number of shares available under the 2016 Plan will be reduced by number of shares actually issued in settlement of the award.

To enable compensation provided in connection with certain types of awards intended to qualify as “performance-based” within the meaning of Section 162(m) of the Internal Revenue Code, the 2016 Plan establishes

limits on the maximum aggregate number of shares or dollar value for which awards may be granted to an employee in any fiscal year, as follows:

●

No more than 300,000 shares subject to stock options and stock appreciation rights.

●

No more than 100,000 shares subject to restricted stock and restricted stock unit awards.

●

For each full fiscal year of the Company contained in the performance period of performance shares or performance unit awards, no more than 50,000 shares subject to performance share awards or more than $500,000 subject to performance unit awards.

●

For each full fiscal year of the Company contained in the performance period of cash-based or other stock-based awards, no more than $500,000 subject to cash-based awards or more than 50,000 shares subject to other stock-based awards.

Awards may be granted under the 2016 Plan to the Company’s employees, including officers, directors and consultants or those of any present or future parent or subsidiary corporation or other affiliated entity of the Company. To date, options granted to non-officer employees generally vest 25% on the first anniversary and subsequent anniversaries of the date of grant, while grants to officers generally vest in full four years after the anniversary date of the officer’s employment that is closest to the date of grant.

While the Company may grant incentive stock options only to employees, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards to any eligible participant. Non-employee director awards may be granted only to members of the Company’s board of directors who, at the time of grant, are not employees.

Only members of the board of directors who are not employees at the time of grant are eligible to participate in the nonemployee director awards component of the 2016 Plan. The board or the compensation committee shall set the amount and type of nonemployee director awards to be awarded on a periodic, non-discriminatory basis. Nonemployee director awards may be granted in the form of NSOs, stock appreciation rights, restricted stock awards and restricted stock unit awards. Subject to adjustment for changes in the Company's capital structure, no nonemployee director may be awarded, in any fiscal year, one or more nonemployee director awards for more than a number of shares determined by dividing $150,000 by the fair market value of a share of the Company’s stock determined on the last trading day immediately preceding the date on which the applicable nonemployee award is granted.

The 2016 Plan provides that, without the approval of a majority of the votes cast in person or by proxy at a meeting of the Company’s stockholders, the administrator may not provide for any of the following with respect to underwater options or stock appreciation rights: (1) either the cancellation of such outstanding options or stock appreciation rights in exchange for the grant of new options or stock appreciation rights at a lower exercise price or the amendment of outstanding options or stock appreciation rights to reduce the exercise price, (2) the issuance of new full value awards in exchange for the cancellation of such outstanding options or stock appreciation rights, or (3) the cancellation of such outstanding options or stock appreciation rights in exchange for payments in cash.

In the event of a change in control as described in the 2016 Plan, the surviving, continuing, successor or purchasing entity or its parent may, without the consent of any participant, either assume or continue outstanding awards or substitute substantially equivalent awards for its stock. If so determined by the Committee, stock-based awards will be deemed assumed if, for each share subject to the award prior to the change in control, its holder is given the right to receive the same amount of consideration that a stockholder would receive as a result of the change in control. Any awards which are not assumed or continued in connection with a change in control or exercised or settled prior to the change in control will terminate effective as of the time of the Change in Control.

The administrator may provide for the acceleration of vesting or settlement of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all nonemployee director awards will automatically be accelerated in full. The 2016 Plan also authorizes the administrator, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares of stock upon a change in control in exchange for a payment to the participant with respect to each vested share (and each unvested share if so determined by the administrator) subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise or purchase price per share, if any, under the award.

The 2007 Employee Stock Purchase Plan

In January 2007, the board of directors approved the 2007 Employee Stock Purchase Plan (the “2007 Purchase Plan”) which was subsequently approved by the Company’s stockholders in March 2007. A total of 500,000 shares of the Company’s common stock was authorized and reserved for sale under the 2007 Purchase Plan. In addition, the 2007 Purchase Plan provides for an automatic annual increase in the number of shares available for issuance under the plan on April 1 of each year beginning in 2008 and continuing through and including April 1, 2017 equal to the lesser of (1) one percent of the number of issued and outstanding shares of common stock on the immediately preceding March 31, (2) 250,000 shares or (3) a number of shares as the board of directors may determine. Appropriate adjustments will be made in the number of authorized shares and in outstanding purchase rights to prevent dilution or enlargement of participants' rights in the event of a stock split or other change in our capital structure. Shares subject to purchase rights that expire or are canceled will again become available for issuance under the 2007 Purchase Plan.

The Company’s employees and employees of any parent or subsidiary corporation designated by the administrator will be eligible to participate in the 2007 Purchase Plan if they are customarily employed by us for more than 20 hours per week and more than five months in any calendar year. However, an employee may not be granted a right to purchase stock under the 2007 Purchase Plan if: (1) the employee immediately after such grant would own stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock or of any parent or subsidiary corporation, or (2) the employee’s rights to purchase stock under all of our employee stock purchase plans would accrue at a rate that exceeds $25,000 in value for each calendar year of participation in such plans.

The 2007 Purchase Plan is designed to be implemented through a series of sequential offering periods, generally six (6) months in duration beginning on the first trading day on or after May 1 and November 1 of each year. The administrator is authorized to establish additional or alternative sequential or overlapping offering periods and offering periods having a different duration or different starting or ending dates, provided that no offering period may have a duration exceeding 27 months.

Amounts accumulated for each participant under the 2007 Purchase Plan are used to purchase shares of the Company’s common stock at the end of each offering period at a price generally equal to 85% of the lower of the fair market value of our common stock at the beginning of an offering period or at the end of the offering period. Prior to commencement of an offering period, the administrator is authorized to reduce, but not increase, this purchase price discount for that offering period, or, under circumstances described in the 2007 Purchase Plan, during that offering period. The maximum number of shares a participant may purchase in any six-month offering period is the lesser of (i) that number of shares determined by multiplying (x) 1,000 shares by (y) the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole share or (ii) that number of whole shares determined by dividing (x) the product of $2,083.33 and the number of months (rounded to the nearest whole month) in the offering period and rounding to the nearest whole dollar by (y) the fair market value of a share of our common stock at the beginning of the offering period. Prior to the beginning of any offering period, the administrator may alter the maximum number of shares that may be purchased by any participant during the

offering period or specify a maximum aggregate number of shares that may be purchased by all participants in the offering period. If insufficient shares remain available under the plan to permit all participants to purchase the number of shares to which they would otherwise be entitled, the administrator will make a pro rata allocation of the available shares. Any amounts withheld from participants' compensation in excess of the amounts used to purchase shares will be refunded, without interest. During fiscal 2024, 240,100 shares of common stock were issued under the 2007 Purchase Plan.

In the event of a change in control, an acquiring or successor corporation may assume our rights and obligations under the 2007 Purchase Plan. If the acquiring or successor corporation does not assume such rights and obligations, then the purchase date of the offering periods then in progress will be accelerated to a date prior to the change in control.

The following table summarizes 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, 2021	1,331,562	8,432,877		$	6.17
Options reserved	4,000,000	—		$	—
Granted	(1,280,761)	1,280,761		$	5.43
Exercised	—	(316,784)		$	5.12	$	149,937
Forfeited	484,862	(806,179)		$	6.45
Balance at March 31, 2022	4,535,663	8,590,675		$	6.07
Granted	(1,535,647)	1,535,647		$	3.01
Exercised	—	—		$	—	$	—
Forfeited	594,935	(1,317,162)		$	5.50
Balance at March 31, 2023	3,594,851	8,809,160		$	5.62
Granted	(1,272,502)	1,272,502		$	3.24
Exercised	—	(242,213)		$	4.95	$	323,937
Forfeited	261,837	(871,250)		$	6.01
Balance at March 31, 2024	2,584,186	8,968,199	5.64	$	5.26
Options vested and exercisable		5,886,020	4.24	$	5.81	$	675,132
Options vested and expected to vest		8,862,062	5.61	$	5.27	$	1,800,794

The options outstanding and by exercise price at March 31, 2024 are as follows:


				Number of	Options Outstanding			Options Exercisable
				Shares	Weighted		Weighted Average		Weighted
				Underlying	Average		Remaining	Number	Average
				Options	Exercise		Contractual	Vested and	Exercise
Exercise Price				Outstanding	Price		Life (Years)	Exercisable	Price
$	0.00	-	2.00	985,533	$	1.91	9.35	198,491	$	1.88
$	2.01	-	4.00	701,837	$	2.87	5.68	668,979	$	2.85
$	4.01	-	6.00	4,483,354	$	5.07	5.39	2,291,598	$	5.18
$	6.01	-	8.00	2,029,162	$	7.01	4.50	1,958,639	$	7.01
$	8.01	-	10.00	768,313	$	8.24	5.30	768,313	$	8.24
				8,968,199	$	5.26	5.64	5,886,020	$	5.81

Stock-based compensation

The Company recognized $2.8 million, $2.5 million and $3.0 million of stock-based compensation expense for the years ended March 31, 2024, 2023 and 2022, respectively, as follows:


	Year Ended March 31,
	2024		2023		2022

	(In thousands)
Cost of revenues	$	228	$	202	$	248
Research and development		1,411		1,316		1,676
Selling, general and administrative		1,199		951		1,069
Total	$	2,838	$	2,469	$	2,993

Stock-based compensation expense in the years ended March 31, 2024, 2023 and 2022 included $230,000, $211,000 and $260,000, respectively, related to the Company’s Employee Stock Purchase Plan.

No tax benefit was recognized in either fiscal 2024 or fiscal 2023 due to a full valuation allowance. There were no windfall tax benefits realized from exercised stock options recognized in fiscal 2024 or fiscal 2023. Compensation cost capitalized within inventory at March 31, 2024 and 2023 was not material. As of March 31, 2024, the Company’s total unrecognized compensation cost was $4.2 million, which will be recognized over the weighted average period of 2.18 years. The Company calculated the fair value of stock-based awards in the periods presented using the Black-Scholes option pricing model and the following weighted average assumptions:


	Year Ended March 31,
	2024				2023				2022
Stock Option Plans:
Risk-free interest rate	3.69	-	4.80	%	2.95	-	4.27	%	0.66	-	1.62	%
Expected life (in years)	4.46	-	4.94		4.55	-	5.00				5.00
Volatility	80.7	-	85.9	%	49.2	-	53.1	%	47.7	-	49.1	%
Dividend yield			—	%			—	%			—	%
Employee Stock Purchase Plan:
Risk-free interest rate	5.26	-	5.38	%	1.54	-	4.54	%	0.04	-	0.07	%
Expected life (in years)			0.50				0.50				0.50
Volatility	28.8	-	83.9	%	49.3	-	58.2	%	45.6	-	57.4	%
Dividend yield			—	%			—	%			—	%

The weighted average fair value of options granted during the years ended March 31, 2024, 2023 and 2022 was $2.13, $1.38 and $2.29, respectively.

3. NET LOSS PER COMMON SHARE

12 Months Ended

Mar. 31, 2024

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:


	Year Ended March 31,
	2024		2023		2022

	(In thousands, except per share amounts)
Net loss	$	(20,087)	$	(15,977)	$	(16,368)

Denominators:
Weighted average shares—Basic		25,144		24,595		24,303
Dilutive effect of employee stock options		—		—		—
Dilutive effect of employee stock purchase plan options		—		—		—
Weighted average shares—Dilutive		25,144		24,595		24,303
Net loss per common share—Basic	$	(0.80)	$	(0.65)	$	(0.67)
Net loss per common share—Diluted	$	(0.80)	$	(0.65)	$	(0.67)

The following shares of common stock (determined on a weighted average basis) were excluded from the computation of diluted net loss per common share as they had an anti-dilutive effect:


	Year Ended March 31,
	2024	2023	2022

	(In thousands)
Shares underlying options and ESPP shares	7,930	8,531	6,405

12. RELATED PARTY TRANSACTION (Details) - USD ($)	12 Months Ended
12. RELATED PARTY TRANSACTION (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Related Party Transaction [Line Items]
Accounts payable	$ 668,000	$ 1,621,000
Prepaid expenses and other current assets	1,954,000	1,414,000
Wistron Neweb Corp
Related Party Transaction [Line Items]
Engineering service expense and manufacturing services	$ 500,000	240,000	$ 397,000
Related party
Related Party Transaction [Line Items]
Operating Cost and Expense, Related Party, Name [Extensible Enumeration]	Wistron Neweb Corp
Accounts Payable, Current, Related Party, Name [Extensible Enumeration]	Wistron Neweb Corp
Accounts payable	$ 0	8,000
Prepaid expenses and other current assets	$ 375,000	$ 0

7. FINANCIAL INSTRUMENTS - Other information (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	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		$ 10,000

8. LEASES (Tables)

12 Months Ended

Mar. 31, 2024

LEASES

Summary of balance sheet information related to leases


	As of		As of
	March 31, 2024		March 31, 2023

	(In thousands)
Operating Leases
Operating lease right-of-use assets	$	1,553	$	684

Lease liabilities-current	$	567	$	413
Lease liabilities-non-current		955		238
Total operating lease liabilities	$	1,522	$	651

Summary of components of lease costs


	Year Ended March 31,
	2024		2023

	(In thousands)
Operating lease cost	$	572	$	592
Short-term lease cost		32		31
	$	604	$	623

Summary of other information related to leases


	Year Ended March 31,
	2024		2023

	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	570	$	589

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	1,445	$	376

Weighted-average remaining lease term (years):
Operating leases		2.78		2.42

Weighted-average discount rate:
Operating leases		4.22%		4.37%

Summary of maturities of the lease liabilities


	Operating Lease
	Liabilities
Fiscal Year	(In thousands)
2025	$	578
2026		588
2027		438
2028		7
2029		0
Total undiscounted future cash flows		1,611
Less: Imputed interest		(89)
Present value of undiscounted future cash flows	$	1,522

Presentation on statement of financial position
Current	$	567
Non-current	$	955

7. FINANCIAL INSTRUMENTS (Details)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Nov. 23, 2015
Fair value measurements
Discount rate	0.161		0.148
Short-term investments		$ 3,363,000
Minimum
Fair value measurements
Probability rate	0.25
Maximum
Fair value measurements
Probability rate	0.75
Fair Value, Inputs, Level 2 \| Available for sale Securities
Fair value measurements
Long-term investments	$ 0
Other accrued expenses
Fair value measurements
Contingent consideration liability	160,000	1,100,000
Fair Value, Measurements, Recurring
Fair value measurements
Assets	5,676,000	11,159,000
Liabilities	160,000	1,052,000
Fair Value, Measurements, Recurring \| Money Market Funds
Fair value measurements
Money market funds	5,700,000	7,800,000
Assets	5,676,000	7,796,000
Fair Value, Measurements, Recurring \| Marketable Securities
Fair value measurements
Assets		3,363,000
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 1
Fair value measurements
Assets	5,676,000	7,796,000
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 1 \| Money Market Funds
Fair value measurements
Money market funds	5,700,000
Assets	5,676,000	7,796,000
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 2
Fair value measurements
Assets		3,363,000
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 2 \| Marketable Securities
Fair value measurements
Assets		3,363,000
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 3
Fair value measurements
Liabilities	$ 160,000	$ 1,052,000

3. NET LOSS PER COMMON SHARE - Shares underlying options (Details) - shares shares in Thousands	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
NET LOSS PER COMMON SHARE
Shares underlying options and ESPP shares	7,930	8,531	6,405

11. STOCK-BASED COMPENSATION - Stock option activities (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
STOCK-BASED COMPENSATION
Shares available for grant, Beginning	3,594,851	4,535,663	1,331,562
Options reserved (in shares)			4,000,000
Granted (in shares)	(1,272,502)	(1,535,647)	(1,280,761)
Forfeited (in shares)	261,837	594,935	484,862
Shares available for grant, Ending	2,584,186	3,594,851	4,535,663
Number of Shares Underlying Options Outstanding
Balance at the beginning of the period (in shares)	8,809,160	8,590,675	8,432,877
Granted (in shares)	1,272,502	1,535,647	1,280,761
Exercised (in shares)	(242,213)		(316,784)
Forfeited (in shares)	(871,250)	(1,317,162)	(806,179)
Balance at the end of the period (in shares)	8,968,199	8,809,160	8,590,675
Options vested and exercisable (in shares)	5,886,020
Options vested and expected to vest (in shares)	8,862,062
Weighted Average Remaining Contractual Life
Options weighted average remaining contractual life	5 years 7 months 20 days
Options vested and exercisable	4 years 2 months 26 days
Options vested and expected to vest	5 years 7 months 9 days
Weighted Average Exercise Price
Balance at the beginning of the period (in dollars per share)	$ 5.62	$ 6.07	$ 6.17
Granted (in dollars per share)	3.24	3.01	5.43
Exercised (in dollars per share)	4.95		5.12
Forfeited (in dollars per share)	6.01	5.50	6.45
Balance at the end of the period (in dollars per share)	5.26	$ 5.62	$ 6.07
Options vested and exercisable (in dollars per share)	5.81
Options vested and expected to vest (in dollars per share)	$ 5.27
Intrinsic Value
Exercised (in dollars)	$ 323,937		$ 149,937
Options vested and exercisable (in dollars)	675,132
Options vested and expected to vest (in dollars)	$ 1,800,794

17. SUBSEQUENT EVENT (Details) - Agreement	May 21, 2024 USD ($)	Apr. 02, 2024 USD ($) ft² item	Mar. 31, 2024 USD ($)
Subsequent Event [Line Items]
Sale and lease back transaction net book value			$ 5,600,000
Subsequent Event
Subsequent Event [Line Items]
Sale and lease back transaction date		Apr. 02, 2024
Sale and lease back transaction , Description of assets		On April 2, 2024, the Company entered into a purchase and sale agreement (the “Agreement”) with D.R. Stephens & Company, LLC, as purchaser, to sell the Company’s 1213 Elko Drive property in Sunnyvale, California (the “Sunnyvale Property”) for $11.9 million in cash. On May 21, 2024 the purchase price was revised to $11.7 million. The net proceeds will be reduced by transaction commissions and expenses payable by the Company and incurred in connection with the sale. The Sunnyvale Property consists of approximately 44,277 square feet of industrial and office space where the Company has its headquarters and distribution facilities. The Agreement contains customary representations, warranties, covenants and closing conditions. The Agreement can be terminated by the purchaser for any reason during the purchaser’s 45-day diligence period.
Sale and lease back transaction value	$ 11,700,000	$ 11,900,000
Building square footage \| ft²		44,277
Sale and lease back transaction , Lease term		10 years
Sale and lease back transaction , Renewal option in period \| item		2
Additional sale and leaseback transaction period		5 years
Base rent (per month)		$ 90,768
Increase in rent		3

4. BALANCE SHEET DETAIL - Intangible assets (Details) - USD ($)	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022
Gross Carrying Amount	$ 4,890,000	$ 4,890,000
Accumulated Amortization	(3,334,000)	(3,100,000)
Total	1,556,000	1,790,000
Amortization of intangible assets	234,000	233,000	$ 233,000
Product Designs
Gross Carrying Amount	590,000	590,000
Accumulated Amortization	(590,000)	(590,000)
Patents
Gross Carrying Amount	4,220,000	4,220,000
Accumulated Amortization	(2,664,000)	(2,430,000)
Total	1,556,000	1,790,000
Software.
Gross Carrying Amount	80,000	80,000
Accumulated Amortization	$ (80,000)	$ (80,000)