Fiscal 2012 Annual Report
July 2012
To Our Stockholders:
On March 31, 2012, GSI Technology recorded its thirty-fourth consecutive quarter of profitability
and the strongest balance sheet in the company’s seventeen-year history: $58.7 million in cash, cash
equivalents and short-term investments; $33.5 million in long-term investments; $82.7 million in working
capital; no debt; and stockholders’ equity of $128.8 million.
A decline in net revenues—to $82.5 million from $97.8 million in the prior year—was due largely
to inventory adjustments by some of our customers, who had accumulated excess inventories in fiscal
2011 which they drew down during fiscal 2012. Uncertainty regarding the outcome of our pending
patent litigation with Cypress Semiconductor also negatively impacted fiscal 2012 revenues. A decline in
net income—to $6.8 million from $18.9 million in fiscal 2011—reflected both the lower net revenues
and, more significantly, litigation-related expenses of $9.4 million.
The majority of these expenses were incurred in connection with a proceeding pending before the
International Trade Commission. The evidentiary hearing in the ITC proceeding took place in March
2012; the initial determination of the administrative law judge will be issued in late July, and a final
determination is expected by calendar year end. We believe that the evidence presented at the hearing
and in our post-hearing briefs clearly supported our position that we have infringed no valid Cypress
patents. Although we expect litigation-related expenses to be substantially reduced in the first quarter
of fiscal 2013 pending the judge’s initial determination, they could again become substantial later in
fiscal 2013 if the litigation continues.
The outlook for top-line growth in 2013 is somewhat mixed. Approximately two-thirds of our sales
are in Asia, where a sharper-than-expected second-quarter slowdown in China warrants caution. Also
troubling is the economic turmoil in Europe, where we do relatively little business but where another
recession, perhaps already under way, would likely have an adverse effect on a global economy that is
still struggling to emerge from the 2008-2010 recession. On the other hand, there is cause for optimism
in the fact that roughly a quarter of our sales are in North America, primarily the U.S., where the
economy currently appears to be undergoing modest growth. Moreover, we expect to benefit from
Samsung’s exiting the SRAM business, scheduled to be essentially complete by calendar year end, as
well as from a program, more than three years in development, to diversify beyond SRAMs with the
introduction of our own family of low-latency DRAMs; these products will begin shipping in volume in
fiscal 2013 and will, we believe, be a significant growth driver in future years.
In a world awash in debt, we are fortunate to have an exceptional balance sheet, an extremely lean
business model, and—in a market where speed, density, and low power consumption are paramount—
the industry’s most comprehensive portfolio of high-performance SRAMs. With new customers, design
wins and products—including the LLDRAM—expected to ramp in 2013, we anticipate that gross
margin, which was 44.4% last year, will remain comfortably within our low- to mid-forties target range.
Operating margins will be largely dependent upon the amount of litigation-related expenses that we
incur. We are hopeful that these expenses will be substantially lower than in fiscal 2012, and that this
reduction will help us achieve an operating margin for fiscal 2013 well above the 8.1% reported in
fiscal 2012.
We are, then, cautiously optimistic regarding the year ahead. In fact, we consider it likely that in
next year’s letter we will have occasion to note our thirty-eighth consecutive quarter of profitability. In
the meantime, we welcome your continuing support.
Sincerely,
14JUL200818324627
Lee-Lean Shu
Chairman, President and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(cid:2) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
For the fiscal year ended March 31, 2012
or
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 000-33387
GSI Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
77-0398779
(IRS Employer
Identification No.)
1213 Elko Drive
Sunnyvale, California 94089
(Address of principal executive offices, zip code)
(408) 331-8800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on which Registered
Common Stock, $0.001 par value
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes (cid:2) No (cid:1)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes (cid:2) No (cid:1)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:1) No (cid:2)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes (cid:1) No (cid:2)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:2)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ accelerated filer’’ and ‘‘smaller
reporting company’’ in Rule 12b-2 of the Act. (Check one):
Large accelerated filer (cid:2)
Non-accelerated filer (cid:2)
Accelerated filer (cid:1)
Smaller reporting company (cid:2)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes (cid:2) No (cid:1)
The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, based upon the
closing sale price of the common stock on September 30, 2011, as reported on the Nasdaq Global Market, was
approximately $102.0 million. Shares of the registrant’s common stock held by each officer and director and each person
who owns 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may
be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other
purposes. As of April 30, 2012, there were 27,396,363 shares of the registrant’s common stock issued and outstanding.
Portions of the registrant’s definitive proxy statement for its 2012 annual meeting of stockholders are incorporated
by reference into Part III hereof.
DOCUMENTS INCORPORATED BY REFERENCE
GSI TECHNOLOGY, INC.
2012 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4.
Item 5.
Item 6.
Item 7.
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial
Item 9.
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related
Item 12.
Item 13.
Item 14.
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
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Forward-looking Statements
In addition to historical information, this Annual Report on Form 10-K includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). These forward-looking
statements involve risks and uncertainties. Forward-looking statements are identified by words such as
‘‘anticipates,’’ ‘‘believes,’’ ‘‘expects,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘will,’’ and other similar expressions. In addition, any
statements which refer to expectations, projections, or other characterizations of future events, or
circumstances, are forward-looking statements. Actual results could differ materially from those projected in
the forward-looking statements as a result of a number of factors, including those set forth in this report
under ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and
‘‘Risk Factors,’’ those described elsewhere in this report, and those described in our other reports filed with
the Securities and Exchange Commission (‘‘SEC’’). We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report, and we undertake no obligation
to update these forward-looking statements after the filing of this report. You are urged to review carefully
and consider our various disclosures in this report and in our other reports publicly disclosed or filed with
the SEC that attempt to advise you of the risks and factors that may affect our business.
2
Item 1. Business
Overview
PART I
We develop and market high performance memory products, including ‘‘Very Fast’’ static random
access memory, or SRAM, and low-latency dynamic random access memory, or LLDRAM, that 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, we serve the ongoing needs of the military, industrial, test equipment and
medical markets for high-performance SRAMs. Based on the performance characteristics of our
products and the breadth of our product portfolio, we consider ourselves to be a leading provider of
Very Fast SRAMs.
We sell our products to leading original equipment manufacturer, or OEM, customers including
Alcatel-Lucent, Cisco Systems and Huawei Technologies. We utilize a fabless business model, which
allows us both to focus our resources on research and development, product design and marketing, and
to gain access to advanced process technologies with only modest capital investment and fixed costs.
We were incorporated in California in 1995 under the name Giga Semiconductor, Inc. We changed
our name to GSI Technology in December 2003 and reincorporated in Delaware in June 2004 under
the name GSI Technology, Inc. Our principal executive offices are located at 1213 Elko Drive,
Sunnyvale, California, 94089, and our telephone number is (408) 331-8800.
Industry Background
SRAM and LLDRAM Market Overview
Virtually all types of high-performance electronic systems incorporate some form of volatile
memory. An SRAM is a memory device that retains data as long as power is supplied, without
requiring any further user intervention. Dynamic random access memory, or DRAM, is a memory
device that loses its charge when stored data is read from the memory and must be refreshed in order
for the device to retain the data for future use. The act of reading a DRAM memory bit drains off the
charge in the cell. This is known as a destructive read and it must be followed immediately by an
automatic re-write of the cell in order for the DRAM cell to retain data for later use. A DRAM
memory cell is much smaller than an SRAM memory cell. The fundamentally different characteristics
of SRAM and DRAM memory cells have resulted in the emergence of markedly different architectures
for SRAM-based and DRAM-based memory products, and the two types of memory serve different
applications. Classically, SRAM-based products have served high performance requirements while
DRAM-based products have been used in cost-optimized applications. Today, SRAM- and DRAM-
based products serve both performance and cost-based applications. As the volatile memory market
fragments into a variety of specialized products, more meaningful distinctions between volatile memory
products can be made.
There is an increasingly broad variety of volatile memory products on the market, characterized by
a number of attributes, such as speed, memory capacity, or density, and power consumption. There are
several different industry measures of speed:
(cid:127) latency, also referred to as random access time, which is the delay between the request for data
and the delivery of such data for use and is measured in nanoseconds, or ns, or when used to
describe performance of synchronous memory products may be described in terms of numbers of
clock cycles required between the load of an address and the delivery of valid data;
(cid:127) bandwidth, which is the rate at which data can be streamed to or from a device and is measured
in gigabits per second, or Gb/s;
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(cid:127) clock frequency, which is the cycle rate of a clock within a synchronous device and is measured in
megahertz, or MHz;
(cid:127) transaction rate, which is the rate at which new commands can be executed by the memory
device, and is measured in billions of transactions per second, or BT/s.
Historically, SRAMs have been utilized wherever other memory technologies have been
inadequate. SRAMs demonstrate lower latency and support not-destructive reads, resulting in faster
random access times, relative to DRAMs and other types of memory technologies. Historically, the
volatile memory market has had three price-performance nodes, DRAM at the low end, Fast SRAM at
the high end and slow SRAM in the middle. Over the past few decades, less expensive alternatives have
been introduced to address certain applications formerly using lower performance SRAMs. For
example, new types of DRAM are now in the process of displacing lower performance SRAM products
in applications such as cell phones. As a result, particularly in the networking memory market, a
technology vacuum formed between Fast SRAMs on one end and DRAMs at the other with no high
bandwidth, moderate latency, high transaction rate, moderate cost volatile memory product to fill the
void. Low-latency DRAMs, or LLDRAMs, are now poised to re-fill the substantial gap in the volatile
memory market between commodity DRAMs that cannot meet the transaction rate requirement for
many networking market applications and Fast SRAMs that cannot meet the density requirements for
some networking applications. Like the Slow SRAMs that came before them, LLDRAMs have a much
higher price-per-bit cost than commodity DRAMs (in order to deliver higher transaction rates) but
demonstrate a significantly longer latency than Fast SRAMs. Interestingly, their value in the market
seems to place them squarely in the price—performance range successfully occupied by Slow SRAMs a
decade ago.
The need for increasingly greater bandwidth from commodity DRAMs and the need for higher
and higher transaction rates and higher data bandwidth from Fast SRAMs continues unabated as the
networking market begins to make preparations for Terabit networking in the latter half of the current
decade. It is expected that both Fast SRAM and Low Latency DRAM optimized for networking
applications will play an increasingly essential role in enabling continued improvements in network
performance.
As a result of the displacement of low performance SRAMs, the total market size for SRAMs is
diminishing. However, due to their inherent higher latency characteristics, DRAMs cannot match the
random access speed of high-performance SRAMs. Gartner Dataquest divides the SRAM market into
segments based on speed. The highest performance segment is comprised of SRAMs that operate at
speeds of less than 10 nanoseconds, which we refer to as ‘‘Very Fast SRAMs.’’ Very Fast SRAMs are
predominantly utilized in high-performance networking and telecommunications equipment.
Increasing Need for Networking Memory Products
Growth in data, voice and video traffic has driven the need for both greater networking bandwidth
and more complex routing and switching equipment, resulting in the continued expansion of the
networking and telecommunications infrastructure. The continued growth in the level of Internet usage
has led to the proliferation of a wide variety of equipment throughout the networking and
telecommunications infrastructure, including routers, switches, wireless local area network infrastructure
equipment, wireless base stations and network access equipment and a demand for new equipment with
faster and higher performance. Moving data in and out of high performance volatile memory is the
core task of every piece of networking equipment. The access patterns or workload seen by most of the
memory arrays in networking equipment are often significantly different from those seen by memory
devices used in the computer market, such as the DRAMs used for main storage in PCs. As a result,
distinct classes of memory products optimized for the demands of the networking market have been
emerging over the last ten years. The sharply rising demand for increasing worldwide network
4
performance is expected to drive a continuing need for ever more specialized memory products.
High-performance networking and telecommunications equipment require a variety of memory types;
both SRAM-based and DRAM-based. Some of the required memory arrays are internal to specialized
processors or ASICs but many tasks require more bits than can be accommodated on a processor or
ASIC, and must be provided in some form of external volatile memory. SRAM-based and DRAM-
based networking memory products address this requirement. For example, in a typical router or
switch, multiple networking-optimized memory devices are required to temporarily store, or buffer, data
traffic and to provide rapid lookup of information in data tables. As networking equipment must
increasingly support advanced traffic content such as Voice over Internet Protocol, or VoIP, video
streaming and bi-directional video, demand for even higher performance networking memory is
expected to continue to increase.
Demanding Requirements for Success in the Networking Memory Market
The pressure on networking and telecommunications OEMs to bring higher performance
equipment to market rapidly to support not only more traffic but also more advanced traffic content is
compounded by the requirement that this new equipment occupy no more space than the equipment it
replaces, which results in increased circuit density and the need for low power operations. In response
to these pressures, OEMs have increasingly relied on providers that are capable of rapidly developing
and introducing advanced, higher density, low power networking memory. The variety of memory
applications within the networking and telecommunications markets has also driven a need for more
specialized products available in relatively low volumes. These specialized products include high-speed
synchronous memory products implemented in both SRAM and DRAM memory technologies with
different density, latency and bandwidth capabilities. In general, OEMs prefer to work with a supplier
who can address the full range of their high-performance networking memory product requirements
and, just as importantly, can offer the technical and logistic support necessary to sustain and accelerate
their efforts.
We believe the key success factors for a networking memory vendor are the ability to offer a broad
catalog of high-performance, high-quality and high-reliability networking memory products, to
continuously introduce new products with higher speeds, lower power and greater densities, to maintain
timely availability of prior generations of products for several years after their introductions, and to
provide effective logistic and technical support throughout their OEM customers’ product development
and manufacturing life cycles.
The GSI Solution
We endeavor to address the overall needs of our OEM customers, not only satisfying their
immediate requirements for our latest generation, highest performance networking memory, but also
providing them with the ongoing long-term support necessary during the entire lives of the systems in
which our products are utilized. Accordingly, the key elements of our solution include:
Innovative Product Performance Leadership
High Speed. Through the use of advanced architectures, design methodologies and silicon process
technologies, we have developed a wide variety of high-performance networking memories. Until
recently, all of our products have been SRAM-based, but increased investment in high performance
DRAM-based networking memory products has allowed us to increase our market share in the overall
networking memory market. Our SRAM product line has evolved from BurstRAMs with an average
transaction rate of about 0.125BT/s to our latest SigmaQuad(cid:3)-IIIe+ SRAMs that deliver a 1.35 BT/s
transaction rate, the fastest SRAMs currently available. Our Low-Latency DRAMs currently deliver a
transaction rate of 0.533 BT/s and LLDRAMs with faster transaction rates are under development. Our
fastest SRAMs deliver over 102 Gb/s of raw data bandwidth per device, and our LLDRAMs deliver
5
38 Gb/s per device. Our SRAM products can produce data at latencies of less than 4 nanoseconds
while LLDRAM latencies are as short as 15 ns. By providing higher performance networking memory,
we enable our networking and telecommunications customers to continually design and develop higher
performance products that support increasingly complex traffic content.
Low Power Consumption. Many of our products require significantly less power than comparable
products offered by our principal competitors. Because these products utilize less power and generate less
heat, the reliability of the networking or telecommunications equipment in which they are employed
increases. Furthermore, the low power utilization of our products helps enable OEMs to add capabilities
to their systems, which otherwise might not have been possible due to overall system power constraints.
Process Technology Leadership. We maintain our own process engineering capability and resources,
which are located in close physical proximity to our SRAM wafer manufacturing partner, Taiwan
Semiconductor Manufacturing Company, or ‘‘TSMC.’’ This enhances our ability to work closely with
TSMC to develop modifications of the advanced process technologies used in the manufacturing of our
Very Fast SRAMs in order to maximize product performance, optimize yields, lower manufacturing
costs and improve quality. Our most advanced 72 and 144 megabit, or Mb, synchronous Very Fast
SRAMs are manufactured using 65 nanometer process technology. Our initial LLDRAMs are produced
using 72 nanometer DRAM process technology at Powerchip Technology Corporation, or ‘‘Powerchip.’’
in Taiwan. We are currently developing 144 megabit and 288 megabit synchronous Very Fast
SRAMs using 40 nanometer process technology, which will allow us to further increase product
performance, lower power consumption and reduce costs.
Product Innovation. We believe that we have established a position as a technology leader in the
design and development of Very Fast SRAMs. We were the first supplier to introduce 72-bit-wide
SRAMs as single monolithic ICs. During fiscal 2010, we further solidified our position as a technology
leader by being the first vendor to ship 144 megabit monolithic SRAMs to customers and the first
vendor to ship Type-IIIe SigmaQuad(cid:3) and SigmaDDR(cid:3) SRAMs, the fastest SRAMs ever to reach the
open market. In addition, we are the only vendor to offer a full line of Very Fast Synchronous
SRAMs that operate and interface at 1.8 to 3.3 volts, giving our OEM customers the ability to use the
same product in systems of theirs that operate at any voltage within that range. Moreover, for certain
Very Fast Synchronous SRAMs, we are the only vendor to offer a product that operates at 1.8 volts,
which uses approximately one half to two-thirds the power of our competitors’ 2.5 volt products. We
intend to apply the same approaches we used to take the lead in SRAM-based networking memory to
the continued development of our line of DRAM-based networking memory products.
Broad and Readily Available Product Portfolio
Extensive Product Catalog. The Very Fast SRAM market is highly fragmented in terms of product
features and specifications. This is especially true of the networking segment of the fast SRAM market
and is becoming true of the LLDRAM segment as well. To meet our OEM customers’ diverse needs,
we have what we believe is the broadest catalog of Very Fast SRAM products currently available, and
our LLDRAM product line further expands our position in the networking market. Our product line
includes a wide range of products with varying densities, features, clock speeds, and voltages, as well as
several operating temperature ranges and numerous package options in both 5/6 (leaded) and 6/6
(lead-free) versions, which are compliant with the European Union’s Restriction on the Use of
Hazardous Substances Directive 2002/95/EC.
Advanced Feature Sets. Our products offer features that address a broad range of our networking
and telecommunications OEMs’ system requirements. Among these features is a JTAG test port,
named for the IEEE Joint Test Action Group, which enables post-assembly verification of the
connection between our product and an OEM customer’s system board, thereby allowing an OEM
customer of ours to develop, test and ship their products more rapidly. Additionally, we offer our
6
FLXDrive(cid:3) feature, which allows system designers to optimize the signal integrity for any given
requirement. We also provide OEMs the ability to employ certain of our products in various modes of
operation by using our products’ mode control pins, thus increasing the flexibility of those products and
their ready availability from our inventory.
Superior Lifetime Availability of Products. Unlike the market for consumer electronics, the markets
in which we compete, particularly the networking and telecommunications markets, generally are
characterized by system designs that remain in production for extended periods of time, and
maintenance of those systems in the field for even longer periods is critical to their success. Our
foundry-based manufacturing strategy, our process technology selections, our master-die design strategy
and the design of our packaging, burn-in and test work-flows all contribute to allow us to meet and
exceed our guarantee of providing a product life of at least seven years for any new product family we
bring to market. These techniques also allow us to keep our delivery lead-times relatively short even for
specialized, infrequently ordered members of those product families. We believe our approach is better
suited to address the needs of our target markets than attempts to apply mass market manufacturing
strategies to networking memory products.
Multiple Temperature Grades. We offer both commercial and industrial temperature grades for all
of our products. This ability to perform at specification throughout the industrial temperature range of
(cid:5)40(cid:6)C to +85(cid:6)C is critical for memory products used in a broad variety of networking and
telecommunications applications, where the operating environments may be harsh. We now also offer a
portfolio of off-the-shelf military temperature SRAM products and can also offer military customers
additional and extended temperature grades upon request.
Master Die Methodology
Our master die methodology enables multiple product families, and variations thereof, to be
manufactured from a single mask set. As a result, based upon the way available die from a wafer are
metalized, wire bonded, packaged and tested, from 25 mask sets we have created over 15,000 different
products. Using these mask sets, we produce wafers that can be further processed upon customer
orders into the final specified product thereby significantly shortening the overall manufacturing time.
For example, from a 72 megabit mask set, we can produce three families of 72 megabit SRAM
products. Our unique methodology results in the following benefits:
Rapid Order Fulfillment. We maintain a common pool of wafers that incorporate all available
master die. Because we can typically create several different products from a single master die, we can
respond to unforecasted customer orders more quickly than our competitors.
Reduced Cost. Our master die methodology allows us to reduce our costs through the purchase of
fewer mask sets by allowing faster and less expensive internal product qualifications, by enabling more
cost-efficient use of engineering resources and by reducing the incidence of obsolete inventory.
Customer Responsiveness
Customer-driven Solutions. We work closely with leading networking and telecommunications
OEMs, as well as their chip-set suppliers, to better anticipate their requirements and to rapidly develop
and implement solutions that allow them to meet their specific product performance objectives.
Customer demand drives our business. For example, to address near term needs, we offer critical
specification variations, such as special operating ranges or wire bond options on currently available
products, while we also design new families of products to meet their emerging long term needs. As a
consequence, our portfolio not only includes the widest selection of catalog parts available, it also
includes an extensive list of custom, customer-specific products. This degree of responsiveness enables
us to provide our OEM customers with the exact products required for their applications.
7
Accelerated Time-to-market. Our extensive open libraries of design support tools as well as our
ability to deliver the specific device required for system prototyping with very short notice enables
networking and telecommunication OEMs to design and introduce differentiated products quickly as
well as to reduce their development costs. Our open model libraries give designers access 24 hours a
day, seven days a week to electrical and behavioral simulation models. Behavioral models are offered in
both Verilog and very high speed integrated circuits hardware description language (‘‘VHDL’’) format
to better fit different customers’ simulation environments, further streamlining the customers’
development process.
Quality and Reliability. Networking and telecommunications equipment typically have long product
lives, and the cost to repair or replace this equipment due to product failure at any time is prohibitively
expensive. The high-quality and reliability of memory products incorporated in our OEM customers’
products is, thus, critical. Every product family we offer is subjected to extensive long term reliability
testing before receiving qualification certification, and every device shipped is first subjected to burn-in
and then to final tests in which the device is operated beyond its specified operating voltage and
temperature ranges.
The GSI Strategy
Our objective is to profitably increase our market share in the high performance memory market.
Our strategy includes the following key elements:
Continue to Focus on the Networking and Telecommunications Markets. We intend to continue to
focus on designing and developing high transaction rate, low-latency, high bandwidth and feature-rich
memory products targeted primarily at the networking and telecommunications markets. Increasing
network complexity due to higher traffic volume and more advanced traffic content continues to drive
OEMs’ demand for high-performance networking memory. We believe our active high-performance
memory product development and manufacturing expertise will continue to allow us to provide
networking and telecommunications OEMs with the early access to next generation Very Fast
SRAMs and Low-Latency DRAMS that offer superior performance, advanced feature sets and
continued high reliability, which they need to allow them to design and develop new products that
support increasingly complex traffic content and to bring networking and telecommunications
equipment to market quickly.
Strengthen and Expand Customer Relationships. We are focused on maintaining close relationships
with industry leaders to facilitate rapid adoption of our products and to enhance our position as a
leading provider of high-performance memory. We work with both our customers and with their
non-memory IC suppliers that require high-performance memory support. We will continue to work
with both groups at the pre-design and design stage of their projects in order to anticipate their future
high-performance memory needs and to identify and respond to their immediate requests for currently
available products and variants on currently available products. We plan to enhance our relationships
with these leading OEMs and IC vendors and to develop similar relationships with additional
OEMs and IC vendors.
Continue to Invest in Research and Development to Extend Our Technology Leadership. We believe
we have established a position as a technology leader in the design and development of Very Fast
SRAMs. Our Very Fast SRAM products most often provide the highest speed available at a given
density for a given device configuration. We intend to maintain and advance our technology leadership
through continual enhancement of our existing Very Fast SRAM products, particularly our SigmaQuad/
SigmaDDR family of low latency, high-bandwidth synchronous SRAMs, while we continue to broaden
our product line with the introduction of other new high performance memory technologies targeted to
address the evolving needs of the high performance memory market.
8
Collaborate with Wafer Foundries to Leverage Leading-edge Process Technologies. We will continue
to rely upon advanced complementary metal oxide semiconductor, or CMOS, technologies, the most
commonly used process technologies for manufacturing semiconductor devices, from TSMC for
SRAM-based products and from Powerchip for DRAM-based products. We provide our technology
partners with the sort of in-depth feedback for yield and performance improvement that can best come
from very large array structures like those found in our products. Our most advanced products
currently in production were designed using 65 nanometer process technology on 300 millimeter wafers.
We intend to continue to collaborate closely with TSMC in the refinement of 40 nanometer process
technology.
Exploit New Market Opportunities. While we design our Very Fast SRAMs and LLDRAMs
specifically for the networking and telecommunications markets, our products are often applicable
across a wide range of industries and applications. We have recently experienced growth in both the
defense and medical markets and intend to continue penetrating these and other new markets with
similar needs for high-performance memory technologies.
Products
We design, develop and market a broad range of high-performance memory products primarily for
the networking and telecommunications markets. We specialize in high performance memory products
featuring very high transaction rates, high density, low latency, high bandwidth, fast clock access times
and low power consumption. We continue to offer products for longer periods of time than our
competitors, typically seven years or more following their initial introduction. Accordingly, we continue
to offer products in a variety of package types that have been discontinued by other suppliers.
We currently offer more than 30 families of SRAMs and two families of LLDRAMs. These basic
product configurations are the basis for over 15,000 individual products that incorporate a variety of
performance specifications and optional features. Our products can be found in a wide range of
networking and telecommunications equipment, including multi-service access routers, universal
gateways, enterprise edge routers, service provider edge routers, optical edge routers, fast Ethernet
switches, multi-gigabit Ethernet switches, wireless base stations, Asymmetric Digital Subscriber Line
(‘‘ADSL’’) modems, wireless local area networks, Internet Protocol phones and OC192 layer 2 switches.
We also sell our products to OEMs that manufacture products for defense applications such as radar
and guidance systems, for professional audio applications such as sound mixing systems, for test and
measurement applications such as high-speed testers, for automotive applications such as smart cruise
control and voice recognition systems, and for medical applications such as ultrasound and CAT scan
equipment.
Synchronous SRAM Products
Synchronous SRAMs are controlled by timing signals, referred to as clocks, which make them
easier to use than older style asynchronous SRAMs with similar latency characteristics in applications
requiring high bandwidth data transfers. Synchronous SRAMs that employ double data rate interface
protocols can transfer data at much higher bandwidth than both single data rate and asynchronous
SRAMs. Our single data rate synchronous SRAMs feature clock access times as short as 2 nanoseconds
and our double data rate synchronous SRAMs have clock access times as fast as 0.45 nanoseconds. We
currently supply synchronous SRAMs that can cycle at operating frequencies as high as 714 MHz.
BurstRAM(cid:3) and NBT(cid:3) SRAMs. We currently offer BurstRAMs and No Bus Turnaround, or
NBT, SRAMs that implement a single data rate bus protocol. BurstRAMs were originally developed for
microprocessor cache applications and have become the most widely used synchronous SRAMs on the
market. They are used in applications where large amounts of data are read or written in single
sessions, or bursts. NBT SRAMs are a variation on the BurstRAM theme that were developed to
9
address the needs of moderate performance networking applications. NBT SRAMs feature a single
data rate bus protocol designed to minimize or eliminate wasted data transfer time slots on the bus
when BurstRAMs switch from read to write operations. Both families of products can perform burst
data transfers or single cycle transfers at the discretion of the user.
Our BurstRAMs and NBT SRAMs are offered in both pipeline and flow-through modes. Flow-
through SRAMs allow the shortest latency. Pipelined SRAMs break the access into discrete clock-
controlled steps, allowing new access commands to be accepted while an access is already in progress.
Therefore, while flow-through SRAMs offer lower latency, pipelined SRAMs offer greater data
bandwidth. Our BurstRAM and NBT SRAM products incorporate a number of features that reduce
our OEM customers’ cost of ownership and increase their design flexibility, including a JTAG test port
and our FLXDrive feature, which allows system designers to optimize signal integrity for a given
application.
We currently offer BurstRAMs and NBT SRAMs with storage densities of up to 144 megabits with
clock frequency of up to 333 MHz and clock access times as fast as 2 nanoseconds that operate at 3.3,
2.5 or 1.8 volts.
SigmaQuad and SigmaDDR Products. High-performance double data rate and quad data rate
synchronous SRAMs have become the de facto standard for the networking and telecommunications
industry. We offer a full line of quad data rate SRAMs, our SigmaQuad family as well as double data
rate common I/O versions of the same products, our SigmaDDR family SRAMs. SigmaQuad SRAMs
are separate input/output, or I/O, synchronous SRAMs that features two uni-directional (one input and
one output) double data rate data ports (two data ports times double data rate transfers equals quad
data rate), controlled via a single address and control port. We offer our SigmaQuad devices in two
different bus protocol versions, two different power supply and interface voltage versions, with two
different data burst length options, all under the name SigmaQuad or SigmaQuad-II. The common I/O
(a single bi-directional data port) double data rate SRAMs in the same family of products are known
as SigmaDDR SRAMs. There is also an additional variant in the family that is designed to address
some segments of the market currently served by dual-port SRAMs. These are known as SigmaSIO
DDR SRAMs.
We currently offer SigmaQuad/SigmaDDR products in four storage densities, 18 megabits, 36
megabits, 72 megabits and a market leading 144 megabits, with clock frequency rates up to 675 MHz
and clock access times as fast as 0.15 nanoseconds. These operate on main power supply voltages from
2.5 volts to 1.35 volts and interface at voltages that range from 1.5 volts to 1.2 volts.
SigmaRAM(cid:3) Products. We offer a family of high-performance, low voltage, synchronous
SigmaRAM(cid:3) SRAM products designed for use in networking and telecommunications systems. Our
SigmaRAM products include the full range of common I/O SRAM functionality, including late write
and double late write protocols, pipelined read cycles, burst data transfers and double data rate read
and write data transfers. We currently offer SigmaRAM products with storage density of 18 megabits,
speeds of up to 350 MHz and clock access times as fast as 1.7 nanoseconds that operate at 1.8 volts.
Asynchronous SRAM Products
Unlike synchronous SRAMs, asynchronous SRAMs employ a clock-free control interface. They are
widely used in support of high-end digital signal processors, or DSPs. We believe we have one of the
broadest portfolios of 3.3 volt, high-speed asynchronous SRAMs. These products are designed to meet
the stringent power and performance requirements of networking and telecommunications applications,
such as VoIP, cellular base stations, DSL line cards and modems.
10
We currently offer asynchronous SRAM products with a variety of storage densities between 1
megabit and 8 megabits and random access times ranging from 7 nanoseconds to 15 nanoseconds. All
of our asynchronous SRAMs operate at 3.3 volts.
We intend to regularly introduce new products with high-performance advanced features of
increasing complexity. These product solutions will require us to achieve volume production in a rapid
timeframe. We believe that by using the advanced technologies offered by our fabrication partner and
its expertise in high-volume manufacturing, we can rapidly achieve volume production. However, lead
times for materials and components we order vary significantly and depend on such factors as the
specific supplier, contract terms and demand for a component at a given time.
Low-Latency DRAM Products
Our low-latency DRAM family fills an under-served market segment between commodity DRAMs
and Fast SRAMs. Offering moderate density, moderate speed and moderate cost, LLDRAM technology
gives system designers a middle choice when DRAMs are not good enough but Fast SRAMs are not
necessary. LLDRAMs offer one-third the latency of commodity DRAMs and four times the density of
Fast SRAMs, giving networking equipment designers another tool for solving difficult data management
problems.
Our current LLDRAM portfolio includes both 288 Megabit and 576 Megabit devices that operate
on a 1.8 volt power supply and support both 1.8 volt and 1.5 volt interfaces. Each family includes five
distinct configurations including common I/O and separate I/O types and data bus widths of x36, x18
and x9. These devices serve as an alternate source for users of a popular, functionally equivalent device
from a competing vendor.
Customers
Our primary sales and marketing strategy is to achieve design wins with OEM customers who are
leading networking and telecommunications companies. The following is a representative list of our
OEM customers that directly or indirectly purchased more than $600,000 of our products in the fiscal
year ended March 31, 2012:
Alcatel-Lucent
Ericsson
Tellabs
Ciena
Huawei Technologies
ZTE
Cisco Systems
Motorola
Many of our OEM customers use contract manufacturers to assemble their equipment.
Accordingly, a significant percentage of our net revenues is derived from sales to these contract
manufacturers and to consignment warehouses who purchase products from us for use by contract
manufacturers. In addition, we sell our products to networking and telecommunications OEM
customers indirectly through domestic and international distributors.
In the case of sales of our products to distributors and consignment warehouses, the decision to
purchase our products is typically made by the OEM customers. In the case of contract manufacturers,
OEM customers typically provide a list of approved products to the contract manufacturer, which then
has discretion whether or not to purchase our products from that list.
Direct sales to contract manufacturers and consignment warehouses accounted for 45.1%, 39.5%
and 39.2% of our net revenues for fiscal 2012, 2011 and 2010, respectively. Sales to foreign and
domestic distributors accounted for 45.7%, 48.9% and 50.2% of our net revenues for fiscal 2012, 2011
and 2010, respectively.
11
The following direct customers accounted for 10% or more of our net revenues in one or more of
the following periods:
Fiscal Year Ended
March 31,
2012
2011
2010
Consignment warehouses:
SMART Modular Technologies . . . . . . . . . . . . . . . . . . . . . . .
Jabil Circuit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Flextronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributors:
11.4% 5.8% 20.8%
18.6
20.0
11.7
9.3
10.4
4.7
Avnet Logistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nexcomm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.1
11.2
17.0
10.8
21.7
9.6
Cisco Systems, our largest OEM customer, purchases our products primarily through its
consignment warehouses, SMART Modular Technologies, Jabil Circuit and Flextronics Technology, and
also purchases some products through its contract manufacturers and directly from us. Based on
information provided to us by Cisco Systems’ consignment warehouses and contract manufacturers,
purchases by Cisco Systems represented approximately 41%, 37% and 35% of our net revenues in fiscal
2012, 2011 and 2010, respectively. To our knowledge, none of our other OEM customers accounted for
more that 10% of our net revenues in any of these periods.
Sales, Marketing and Technical Support
We sell our products primarily through our worldwide network of independent sales
representatives and distributors. As of March 31, 2012, we employed 19 sales and marketing personnel,
and were supported by over 200 independent sales representatives. We believe that our relationship
with our U.S. distributor, Avnet, puts us in a strong position to address the Very Fast SRAM and
LLDRAM memory markets in the U.S. We currently have regional sales offices located in Canada,
China, Italy and the United States. We believe this international coverage allows us to better serve our
distributors and OEM customers by providing them with coordinated support. We believe that our
customers’ purchasing decisions are based primarily on product performance, availability, features,
quality, reliability, price, manufacturing flexibility and service. Many of our OEM customers have had
long-term relationships with us based on our success in meeting these criteria.
Our sales are generally made pursuant to purchase orders received between one and six months
prior to the scheduled delivery date. Because industry practice allows customers to reschedule or cancel
orders on relatively short notice, these orders are not firm and hence we believe that backlog is not a
good indicator of our future sales. We typically provide a warranty of up to 36 months on our products.
Liability for a stated warranty period is usually limited to replacement of defective products.
Our marketing efforts are focused on increasing brand name awareness and providing solutions
that address our customers’ needs. Key components of our marketing efforts include maintaining an
active role in industry standards committees, such as the JEDEC Solid State Technology Association
(formerly the Joint Electron Device Engineering Council), or JEDEC, which is responsible for
establishing detailed specifications that can be utilized in future system designs. We believe that our
participation in and sponsorship of numerous proposals within these committees have increased our
profile among leading manufacturers in the networking and telecommunications segment of the Very
Fast SRAM market. Our marketing group also provides technical, strategic and tactical sales support to
our direct sales personnel, sales representatives and distributors. This support includes in-depth product
presentations, datasheets, application notes, simulation models, sales tools, marketing communications,
marketing research, trademark administration and other support functions.
12
We emphasize customer service and technical support in an effort to provide our OEM customers
with the knowledge and resources necessary to successfully use our products in their designs. Our
customer service organization includes a technical team of applications engineers, technical marketing
personnel and, when required, product design engineers. We provide customer support throughout the
qualification and sales process and continue providing follow-up service after the sale of our products
and on an ongoing basis. In addition, we provide our OEM customers with comprehensive datasheets,
application notes and reference designs.
Manufacturing
We outsource our wafer fabrication, assembly and wafer sort testing, which enables us to focus on
our design strengths, minimize fixed costs and capital expenditures and gain access to advanced
manufacturing technologies. Our engineers work closely with our outsource partners to increase yields,
reduce manufacturing costs, and help assure the quality of our products.
Currently, all of our wafers are manufactured by TSMC and Powerchip under individually
negotiated purchase orders. We do not currently have a long-term supply contract with either of these
foundries, and, therefore, neither of them is obligated to manufacture products for us for any specified
period, in any specified quantity or at any specified price, except as may be provided in a particular
purchase order. Our future success depends in part on our ability to secure sufficient capacity at
TSMC, Powerchip or other independent foundries to supply us with the wafers we require.
Our newest, leading edge SRAM products are manufactured using 65 nanometer process
technology at TSMC. The majority of our current SRAM products are manufactured using 0.13 micron
and 90 nanometer process technologies on 300 millimeter wafers at TSMC. Our LLDRAM production
at Powerchip uses 72 nanometer technology. We currently have seven separate product families in
production. On-going development programs are underway to extend, expand and/or cost reduce most
our product families, including two programs targeting 40 nanometer SRAM products and a project to
extend the reach of our LLDRAM product line using a more aggressive DRAM process technology.
Our master die methodology enables multiple product families, and variations thereof, to be
manufactured from a single mask set. As a result, based upon the way available die from a wafer are
metalized, wire bonded, packaged and tested, we can create a number of different products. The
manufacturing process consists of two phases, the first of which takes approximately eight to twelve
weeks and results in wafers that have the potential to yield multiple products within a given product
family. After the completion of this phase, the wafers are stored pending customer orders. Once we
receive orders for a particular product, we perform the second phase, consisting of final wafer
processing, assembly, burn-in and test, which takes approximately six to ten weeks to complete. This
two-step manufacturing process enables us to significantly shorten our product lead times, providing
flexibility for customization and to increase the availability of our products.
All of our manufactured wafers are tested for electrical compliance and most are packaged at
Advanced Semiconductor Engineering, or ASE, which is located in Taiwan. Our test procedures require
that all of our products be subjected to accelerated burn-in and extensive functional electrical testing
which is performed in our Taiwan and U.S. test facilities.
Research and Development
The design process for our products is complex. As a result, we have made substantial investments
in computer-aided design and engineering resources to manage our design process. Research and
development expenses were $10.6 million in fiscal 2012, $10.6 million in fiscal 2011 and $9.1 million in
fiscal 2010. Our research and development staff includes engineering professionals with extensive
experience in the areas of SRAM design, DRAM design and systems level networking and
13
telecommunications equipment design. Our current development focus is on the SigmaQuad SRAM
family and our family of LLDRAM products.
We are also leveraging our advanced design capabilities to expand into other networking and
telecommunications products, including a channelized OC-3 processor that incorporates over 90
embedded SRAM modules. When completed, this single chip solution will be capable of simultaneously
processing multiple types of traffic at OC-3 bandwidth and, we believe, will offer power, chip count and
cost advantages compared to traditional network processor solutions. We have established a design
center in Norcross, Georgia to focus on the development of these products.
Competition
Our existing competitors include many large domestic and international companies, some of which
have substantially greater resources, offer other types of memory and/or non-memory technologies and
may have longer standing relationships with OEM customers than we do. Unlike us, some of our
principal competitors maintain their own semiconductor fabs, which may, at times, provide them with
capacity, cost and technical advantages.
Our principal competitors include Cypress Semiconductor, Integrated Device Technology,
Integrated Silicon Solution, REC and Samsung Electronics. While some of our competitors offer a
broad array of memory products and offer some of their products at lower prices than we do, we
believe that our focus on and performance leadership in low-latency, high density Very Fast SRAMs
provide us with key competitive advantages.
We believe that our ability to compete successfully in the rapidly evolving markets for memory
products for the networking and telecommunications markets depends on a number of factors,
including:
(cid:127) product performance, features, quality, reliability and price;
(cid:127) manufacturing flexibility, product availability and customer service throughout the lifetime of the
product;
(cid:127) the timing and success of new product introductions by us, our customers and our competitors;
and
(cid:127) our ability to anticipate and conform to new industry standards.
We believe we compete favorably with our competitors based on these factors. However, we may not be
able to compete successfully in the future with respect to any of these factors. Our failure to compete
successfully in these or other areas could harm our business.
The market for networking memory products is competitive and is characterized by technological
change, declining average selling prices and product obsolescence. Competition could increase in the
future from existing competitors and from other companies that may enter our existing or future
markets with solutions that may be less costly or provide higher performance or more desirable
features than our products. This increased competition may result in price reductions, reduced profit
margins and loss of market share.
In addition, we are vulnerable to advances in technology by competitors, including new SRAM
architectures as well as new forms of DRAM and other new memory technologies. Because we have
limited experience developing IC products other than Very Fast SRAMs and LLDRAMs, any efforts by
us to introduce new products based on a new memory technology may not be successful and, as a
result, our business may suffer.
14
Intellectual Property
Our ability to compete successfully depends, in part, upon our ability to protect our proprietary
technology and information. We rely on a combination of patents, copyrights, trademarks, trade secret
laws, non-disclosure and other contractual arrangements and technical measures to protect our
intellectual property. We currently hold eleven United States patents and have several patent
applications pending. We do not consider our existing patents to be materially important to our
business, and we cannot assure you that any patents will be issued as a result of our pending
applications or that any patents issued will be valuable to our business. We believe that factors such as
the technological and creative skills of our personnel and the success of our ongoing product
development efforts are more important than our patent portfolio in maintaining our competitive
position. We generally enter into confidentiality or license agreements with our employees, distributors,
customers and potential customers and limit access to our proprietary information. Our intellectual
property rights, if challenged, may not be upheld as valid, may not be adequate to prevent
misappropriation of our technology or may not prevent the development of competitive products.
Additionally, we may not be able to obtain patents or other intellectual property protection in the
future. Furthermore, the laws of certain foreign countries in which our products are or may be
developed, manufactured or sold, including various countries in Asia, may not protect our products or
intellectual property rights to the same extent as do the laws of the United States and thus make the
possibility of piracy of our technology and products more likely in these countries.
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual
property rights, which have resulted in significant and often protracted and expensive litigation. We or
our foundry from time to time are notified of claims that we may be infringing patents or other
intellectual property rights owned by third parties. We are currently involved in patent infringement
litigation. See Item 3. Legal Proceedings. We have been subject to other intellectual property claims in
the past and we may be subject to additional claims and litigation in the future. Litigation by or against
us relating to allegations of patent infringement or other intellectual property matters could result in
significant expense to us and divert the efforts of our technical and management personnel, whether or
not such litigation results in a determination favorable to us. In the event of an adverse result in any
such litigation, we could be required to pay substantial damages, cease the manufacture, use and sale of
infringing products, expend significant resources to develop non-infringing technology, discontinue the
use of certain processes or obtain licenses to the infringing technology. Licenses may not be offered or
the terms of any offered licenses may not be acceptable to us. If we fail to obtain a license from a third
party for technology used by us, we could incur substantial liabilities and be required to suspend the
manufacture of products or the use by our foundry of certain processes.
Employees
As of March 31, 2012, we had 137 full-time employees, including 74 engineers, of which 41 are
engaged in research and development and 40 have PhD or MS degrees, 19 employees in sales and
marketing, ten employees in general and administrative capacities and 66 employees in manufacturing.
Of these employees, 57 are based in our Sunnyvale facility and 57 are based in our Taiwan facility. We
believe that our future success will depend in large part on our ability to attract and retain highly-
skilled, engineering, managerial, sales and marketing personnel. Our employees are not represented by
any collective bargaining unit, and we have never experienced a work stoppage. We believe that our
employee relations are good.
Investor Information
You can access financial and other information in the Investor Relations section of our website at
www.gsitechnology.com. We make available, on our website, free of charge, copies of our annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
15
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.
The charters of our Audit Committee, our Compensation Committee, and our Nominating and
Governance Committee, and our code of conduct (including code of ethics provisions that apply to our
principal executive officer, principal financial officer, controller, and senior financial officers) are also
available at our website under ‘‘Corporate Governance.’’ These items are also available to any
stockholder who requests them by calling (408) 331-8800. The contents of our website are not
incorporated by reference in this report.
The SEC maintains an Internet site that contains reports, proxy statements and other information
regarding issuers that file electronically with the SEC at www.sec.gov.
Executive Officers
The following table sets forth certain information concerning our executive officers as of June 1,
2011:
Name
Age
Title
Lee-Lean Shu . . . . . . . .
David Chapman . . . . . . .
Didier Lasserre . . . . . . .
Douglas Schirle . . . . . . .
Bor-Tay Wu . . . . . . . . . .
Ping Wu . . . . . . . . . . . .
Robert Yau . . . . . . . . . .
President, Chief Executive Officer and Chairman
57
56 Vice President, Marketing
47 Vice President, Sales
57 Chief Financial Officer
60 Vice President, Taiwan Operations
55 Vice President, U.S. Operations
59 Vice President, Engineering, Secretary and Director
Lee-Lean Shu co-founded our company in March 1995 and has served as our President and Chief
Executive Officer and as a member of our Board of Directors since inception. In October 2000,
Mr. Shu became Chairman of our Board. From January 1995 to March 1995, Mr. Shu was Director,
SRAM Design at Sony Microelectronics Corporation, a semiconductor company and a subsidiary of
Sony Corporation, and from July 1990 to January 1995, he was a design manager at Sony
Microelectronics Corporation.
David Chapman has served as our Vice President, Marketing since July 2002. From November
1998 to June 2002, Mr. Chapman served as our Director of Strategic Marketing and Applications
Engineering. From February 1988 to November 1998, Mr. Chapman served in various product planning
and applications engineering management capacities in the Memory Operation division and later the
Fast SRAM division of Motorola Semiconductor Product Sector, Motorola, Inc., an electronics
manufacturer. Mr. Chapman has been a member of JEDEC since 1985, and served as Chairman of its
SRAM committee in 1999.
Didier Lasserre has served as our Vice President, Sales since July 2002. From November 1997 to
July 2002, Mr. Lasserre served as our Director of Sales for the Western United States and Europe.
From July 1996 to October 1997, Mr. Lasserre was an account manager at Solectron Corporation, a
provider of electronics manufacturing services. From June 1988 to July 1996, Mr. Lasserre was a field
sales engineer at Cypress Semiconductor, a semiconductor company.
Douglas Schirle has served as our Chief Financial Officer since August 2000. From June 1999 to
August 2000, Mr. Schirle served as our Corporate Controller. From March 1997 to June 1999,
Mr. Schirle was the Corporate Controller at Pericom Semiconductor Corporation, a provider of digital
and mixed signal integrated circuits. From November 1996 to February 1997, Mr. Schirle was Vice
President, Finance for Paradigm Technology, a manufacturer of SRAMs, and from December 1993 to
16
October 1996, he was the Controller for Paradigm Technology. Mr. Schirle was formerly a certified
public accountant.
Bor-Tay Wu has served as our Vice President, Taiwan Operations since January 1997. From January
1995 to December 1996, Mr. Wu was a design manager at Atalent, an IC design company in Taiwan.
Ping Wu has served as our Vice President, U.S. Operations since September 2006. He served in the
same capacity from February 2004 to April 2006. From April 2006 to August 2006, Mr. Wu was Vice
President of Operations at QPixel Technology, a semiconductor company. From July 1999 to January
2004, Mr. Wu served as our Director of Operations. From July 1997 to June 1999, Mr. Wu served as
Vice President of Operations at Scan Vision, a semiconductor manufacturer.
Robert Yau co-founded our company in March 1995 and has served as our Vice President,
Engineering and as a member of our Board of Directors since inception. From December 1993 to
February 1995, Mr. Yau was design manager for specialty memory devices at Sony Microelectronics
Corporation. From 1990 to 1993, Mr. Yau was design manager at MOSEL/VITELIC, a semiconductor
company.
Item 1A. Risk Factors
Our future performance is subject to a variety of risks. If any of the following risks actually occur, our
business, financial condition and results of operations could suffer and the trading price of our common
stock could decline. Additional risks that we currently do not know about or that we currently believe to be
immaterial may also impair our business operations. You should also refer to other information contained in
this report, including our consolidated financial statements and related notes.
Unpredictable fluctuations in our operating results could cause our stock price to decline.
Our quarterly and annual revenues, expenses and operating results have varied significantly and
are likely to vary in the future. For example, in the twelve fiscal quarters ended March 31, 2012, we
recorded net revenues of as much as $26.7 million and as little as $14.2 million and quarterly operating
income of as much as $6.7 million and, in one quarter, an operating loss of $83,000. We therefore
believe that period-to-period comparisons of our operating results are not a good indication of our
future performance, and you should not rely on them to predict our future performance or the future
performance of our stock price. In future periods, we may not have any revenue growth, or our
revenues could decline. Furthermore, if our operating expenses exceed our expectations, our financial
performance could be adversely affected. Factors that may affect periodic operating results in the
future include:
(cid:127) our ability to anticipate and conform to new industry standards.
(cid:127) unpredictability of the timing and size of customer orders, since most of our customers purchase
our products on a purchase order basis rather than pursuant to a long term contract;
(cid:127) changes in our customers’ inventory management practices;
(cid:127) fluctuations in availability and costs associated with materials needed to satisfy customer
requirements;
(cid:127) manufacturing defects, which could cause us to incur significant warranty, support and repair
costs, lose potential sales, harm our relationships with customers and result in write-downs;
(cid:127) changes in our product pricing policies, including those made in response to new product
announcements and pricing changes of our competitors; and
(cid:127) our ability to address technology issues as they arise, improve our products’ functionality and
expand our product offerings.
17
Our expenses are, to a large extent, fixed, and we expect that these expenses will increase in the
future. We will not be able to adjust our spending quickly if our revenues fall short of our expectations.
If this were to occur, our operating results would be harmed. If our operating results in future quarters
fall below the expectations of market analysts and investors, the price of our common stock could fall.
Cisco Systems, our largest OEM customer, accounts for a significant percentage of our net revenues. If
Cisco Systems, or any of our other major customers reduce the amount they purchase or stop purchasing our
products, our operating results will suffer.
Cisco Systems, our largest OEM customer, purchases our products through SMART Modular
Technologies, Jabil Circuit and Flextronics Technology, its consignment warehouses, through its contract
manufacturers and directly from us. Based on information provided to us by its consignment
warehouses and contract manufacturers, purchases by Cisco Systems represented approximately 41%,
37% and 35% of our net revenues in fiscal 2012, 2011 and 2010, respectively. We expect that our
operating results in any given period will continue to depend significantly on orders from our key OEM
customers, particularly Cisco Systems, and our future success is dependent to a large degree on the
business success of these OEMs over which we have no control. We do not have long-term contracts
with Cisco Systems or any of our other major OEM customers, distributors or contract manufacturers
that obligate them to purchase our products. We expect that future direct and indirect sales to Cisco
Systems will continue to fluctuate significantly on a quarterly basis and that such fluctuations may
significantly affect our operating results in future periods. If we fail to continue to sell to our key OEM
customers, distributors or contract manufacturers in sufficient quantities, our business could be harmed.
We have incurred significant losses in prior periods and may incur losses in the future.
We have incurred significant losses in prior periods. For example, in fiscal 2003 and 2004, we
incurred losses of $7.4 million and $670,000, respectively. Although we have operated profitably during
the last eight fiscal years, there can be no assurance that our Very Fast SRAMs will continue to receive
broad market acceptance or that we will be able to sustain revenue growth or profitability. Our failure
to do so may result in additional losses in the future. In addition, we expect our operating expenses to
increase as we expand our business. If our revenues do not grow to offset these expected increased
expenses, our business will suffer.
We depend upon the sale of our Very Fast SRAMs for most of our revenues, and a downturn in demand
for these products could significantly reduce our revenues and harm our business.
We derive most of our revenues from the sale of Very Fast SRAMs, and we expect that sales of
these products will represent the substantial majority of our revenues for the foreseeable future. Our
business depends in large part upon continued demand for our products in the markets we currently
serve, and adoption of our products in new markets. Market adoption will be dependent upon our
ability to increase customer awareness of the benefits of our products and to prove their
high-performance and cost-effectiveness. We may not be able to sustain or increase our revenues from
sales of our products, particularly if the networking and telecommunications markets were to
experience another significant downturn in the future. Any decrease in revenues from sales of our
products could harm our business more than it would if we offered a more diversified line of products.
We are subject to the highly cyclical nature of the networking and telecommunications markets.
Our products are incorporated into routers, switches, wireless local area network infrastructure
equipment, wireless base stations and network access equipment used in the highly cyclical networking
and telecommunications markets. Our operating results declined sharply in fiscal 2002 and 2003 as a
result of the severe contraction in demand for networking and telecommunications equipment in which
our products are incorporated. Prior to this period of contraction, the networking and
18
telecommunications markets experienced a period of rapid growth, which resulted in a significant
increase in demand for our products. We expect that the networking and telecommunications markets
will continue to be highly cyclical, characterized by periods of rapid growth and contraction. Our
business and our operating results are likely to fluctuate, perhaps quite severely, as a result of this
cyclicality.
We are subject to pending patent infringement litigation.
In March 2011, Cypress Semiconductor Corporation, a semiconductor manufacturer, filed a lawsuit
against us alleging that our products, including our Sigma DDR and Sigma Quad families of Fast
SRAMs, infringe five patents held by Cypress. The complaint seeks unspecified damages for past
infringement and a permanent injunction against future infringement. On June 10, 2011, Cypress filed a
complaint against GSI with the ITC. The ITC complaint, as subsequently amended, alleges
infringement by GSI of three of the five patents involved in the District Court case and one additional
patent and also alleges infringement by three of our distributors and 11 of our customers who allegedly
incorporate our SRAMs in their products. The ITC complaint seeks a limited exclusion order excluding
the allegedly infringing SRAMs, and products containing them, from entry into the United States and
permanent orders directing GSI and the other respondents to cease and desist from selling or
distributing such products in the United States. On July 21, 2011, the ITC formally instituted an
investigation in response to Cypress’s complaint. The evidentiary hearing took place during the week of
March 12, 2012, and the initial determination of the administrative law judge will be issued on or
before July 28, 2012. The District Court case has been stayed pending the conclusion of the ITC
proceeding. We believe that we have strong defenses against Cypress’s patent infringement claims and
we intend to continue to defend ourselves vigorously in both proceedings. However, the litigation
process is inherently uncertain, and we may not prevail. Patent litigation is particularly complex and can
extend for a protracted period of time, which can substantially increase the cost of such litigation. We
have incurred and expect to continue to incur substantial legal fees and expenses in connection with
this litigation, and related antitrust litigation that we have commenced against Cypress, and we also
expect the litigation to continue to divert the efforts and attention of some of our key management and
technical personnel. As a result, the litigation, regardless of its eventual outcome, will be costly and
time consuming. In addition, uncertainty regarding the outcome of the litigation may cause some of our
customers and potential customers to reduce their purchases of our products and/or seek alternative or
second sources of supply, which could adversely affect our revenues. Should the outcome of the ITC
proceeding be adverse to us, we and the other respondents could be prohibited from selling or
distributing those of our products found to be infringing Cypress’s patents, or end products containing
them, in the United States, unless and until we are able to negotiate a license from Cypress. Should the
District Court case resume and its outcome be adverse to us, we could be required to pay significant
monetary damages to Cypress and could be enjoined from selling those of our products found to
infringe Cypress’s patents unless and until we are able to negotiate a license from Cypress. Any such
license arrangement with Cypress would likely require the payment of royalties which would increase
our costs of revenues and reduce our gross profit. If we and the other respondents are prohibited from
selling our products, or end-products containing them, in the United States, or if we are required to
pay significant monetary damages, are enjoined from selling any of our products or are required to
make substantial royalty payments pursuant to any such license arrangement, our business would be
significantly harmed.
The average selling prices of our products are expected to decline, and if we are unable to offset these
declines, our operating results will suffer.
Historically, the average unit selling prices of our products have declined substantially over the
lives of the products, and we expect this trend to continue. A reduction in overall average selling prices
of our products could result in reduced revenues and lower gross margins. Our ability to increase our
19
net revenues and maintain our gross margins despite a decline in the average selling prices of our
products will depend on a variety of factors, including our ability to introduce lower cost versions of
our existing products, increase unit sales volumes of these products, and introduce new products with
higher prices and greater margins. If we fail to accomplish any of these objectives, our business will
suffer. To reduce our costs, we may be required to implement design changes that lower our
manufacturing costs, negotiate reduced purchase prices from our independent foundries and our
independent assembly and test vendors, and successfully manage our manufacturing and subcontractor
relationships. Because we do not operate our own wafer foundry or assembly facilities, we may not be
able to reduce our costs as rapidly as companies that operate their own foundries or facilities.
Current unfavorable economic and market conditions, domestically and internationally, may adversely
affect our business, financial condition, results of operations and cash flows.
We have significant customer sales both in the United States and internationally. We are also
reliant upon U.S. and international suppliers, manufacturing partners and distributors. We are therefore
susceptible to adverse U.S. and international economic and market conditions, including the challenging
economic conditions that have prevailed and continue to prevail in the United States and worldwide.
The recent turmoil in the financial markets has resulted in higher borrowing costs and tightened credit
markets which have made it more difficult (in some cases, prohibitively so) for many companies to fund
their working capital obligations. If any of our manufacturing partners, customers, distributors or
suppliers experiences serious financial difficulties or ceases operations, our business could be adversely
affected. In addition, the adverse impact of the credit crisis on consumers, including higher
unemployment rates, is expected to adversely impact consumer spending, which will adversely impact
demand for consumer products such as certain end products in which our SRAMs are embedded. As a
result of the difficulty that businesses (including our customers) may have in obtaining credit and the
decreased consumer spending that may result from the credit market crisis, high unemployment rates
and continued global economic and market turmoil are likely to have an adverse impact on our
business, financial condition, results of operations and cash flows.
We are dependent on a number of single source suppliers, and if we fail to obtain adequate supplies, our
business will be harmed and our prospects for growth will be curtailed.
We currently purchase several key components used in the manufacture of our products from
single sources and are dependent upon supply from these sources to meet our needs. If any of these
suppliers cannot provide components on a timely basis, at the same price or at all, our ability to
manufacture our products will be constrained and our business will suffer. Most significantly, we obtain
wafers for our Very Fast SRAM products from a single foundry, TSMC, and most of them are
packaged at ASE. Wafers for our LLDRAM products are obtained from Powerchip. If we are unable to
obtain an adequate supply of wafers from TSMC or Powerchip or find alternative sources in a timely
manner, we will be unable to fulfill our customer orders and our operating results will be harmed. We
do not have supply agreements with TSMC, Powerchip, ASE or any of our other independent assembly
and test suppliers, and instead obtain manufacturing services and products from these suppliers on a
purchase-order basis. Our suppliers, including TSMC, have no obligation to supply products or services
to us for any specific product, in any specific quantity, at any specific price or for any specific time
period. As a result, the loss or failure to perform by any of these suppliers could adversely affect our
business and operating results.
Should any of our single source suppliers experience manufacturing failures or yield shortfalls, be
disrupted by natural disaster or political instability, choose to prioritize capacity or inventory for other
uses or reduce or eliminate deliveries to us, we likely will not be able to enforce fulfillment of any
delivery commitments and we would have to identify and qualify acceptable replacements from
alternative sources of supply. In particular, if TSMC is unable to supply us with sufficient quantities of
20
wafers to meet all of our requirements, we would have to allocate our products among our customers,
which would constrain our growth and might cause some of them to seek alternative sources of supply.
Since the manufacturing of wafers and other components is extremely complex, the process of
qualifying new foundries and suppliers is a lengthy process and there is no assurance that we would be
able to find and qualify another supplier without materially adversely affecting our business, financial
condition and results of operations.
Because we outsource our wafer manufacturing and independent wafer foundry capacity is limited, we
may be required to enter into costly long-term supply arrangements to secure foundry capacity.
We do not have long-term supply agreements with TSMC or Powerchip, but instead obtain our
wafers on a purchase order basis. In order to secure future wafer supply from TSMC or Powerchip or
from other independent foundries, we may be required to enter into various arrangements with them,
which could include:
(cid:127) contracts that commit us to purchase specified quantities of wafers over extended periods;
(cid:127) investments in and joint ventures with the foundries; or
(cid:127) non-refundable deposits with or prepayments or loans to foundries in exchange for capacity
commitments.
We may not be able to make any of these arrangements in a timely fashion or at all, and these
arrangements, if any, may not be on terms favorable to us. Moreover, even if we are able to secure
independent foundry capacity, we may be obligated to use all of that capacity or incur penalties. These
penalties may be expensive and could harm our financial results.
If we are unable to offset increased wafer fabrication costs by increasing the average selling prices of our
products, our gross margins will suffer.
If there is a significant upturn in the networking and telecommunications markets that results in
increased demand for our products and competing products, the available supply of wafers may be
limited. As a result, we could be required to obtain additional manufacturing capacity in order to meet
increased demand. Securing additional manufacturing capacity may cause our wafer fabrication costs to
increase. If we are unable to offset these increased costs by increasing the average selling prices of our
products, our gross margins will decline.
We rely heavily on distributors and our success depends on our ability to develop and manage our
indirect distribution channels.
A significant percentage of our sales are made to distributors and to contract manufacturers who
incorporate our products into end products for OEMs. For example, in fiscal 2012, 2011 and 2010, our
distributor Avnet Logistics accounted for 20.1%, 17.0% and 21.7%, respectively, of our net revenues.
Avnet Logistics and our other existing distributors may choose to devote greater resources to marketing
and supporting the products of other companies. Since we sell through multiple channels and
distribution networks, we may have to resolve potential conflicts between these channels. For example,
these conflicts may result from the different discount levels offered by multiple channel distributors to
their customers or, potentially, from our direct sales force targeting the same equipment manufacturer
accounts as our indirect channel distributors. These conflicts may harm our business or reputation.
We may be unable to accurately predict future sales through our distributors, which could harm our
ability to efficiently manage our resources to match market demand.
Our financial results, quarterly product sales, trends and comparisons are affected by fluctuations
in the buying patterns of the OEMs that purchase our products from our distributors. While we
21
attempt to assist our distributors in maintaining targeted stocking levels of our products, we may not
consistently be accurate or successful. This process involves the exercise of judgment and use of
assumptions as to future uncertainties, including end user demand. Inventory levels of our products
held by our distributors may exceed or fall below the levels we consider desirable on a going-forward
basis. This could result in distributors returning unsold inventory to us, or in us not having sufficient
inventory to meet the demand for our products. If we are not able to accurately predict sales through
our distributors or effectively manage our relationships with our distributors, our business and financial
results will suffer.
A small number of customers generally account for a significant portion of our accounts receivable in
any period, and if any one of them fails to pay us, our operating results will suffer.
At March 31, 2012, five customers accounted for 19%, 16%, 13%, 12% and 11% of our accounts
receivable, respectively. If any of these customers do not pay us, our operating results will be harmed.
Generally, we do not require collateral from our customers.
Our acquisition of companies or technologies could prove difficult to integrate, disrupt our business,
dilute stockholder value and adversely affect our operating results.
In August 2009, we consummated the acquisition of substantially all of the assets related to the
SRAM memory device product line of Sony Corporation. In the future, we may make additional
acquisitions or investments in companies, assets or technologies that we believe are complementary or
strategic. Prior to the Sony acquisition, we had not made any such acquisitions or investments, and
therefore our experience as an organization in making such acquisitions and investments is limited. In
connection with future acquisitions or investments we may make, we face numerous risks, including:
(cid:127) difficulties in integrating operations, technologies, products and personnel;
(cid:127) diversion of financial and managerial resources from existing operations;
(cid:127) risk of overpaying for or misjudging the strategic fit of an acquired company, asset or
technology;
(cid:127) problems or liabilities stemming from defects of an acquired product or intellectual property
litigation that may result from offering the acquired product in our markets;
(cid:127) challenges in retaining key employees to maximize the value of the acquisition or investment;
(cid:127) inability to generate sufficient return on investment;
(cid:127) incurrence of significant one-time write-offs; and
(cid:127) delays in customer purchases due to uncertainty.
If we proceed with additional acquisitions or investments, we may be required to use a
considerable amount of our cash, or to finance the transaction through debt or equity securities
offerings, which may decrease our financial liquidity or dilute our stockholders and affect the market
price of our stock. As a result, if we fail to properly evaluate and execute acquisitions or investments,
our business and prospects may be harmed.
Claims that we infringe third party intellectual property rights could seriously harm our business and
require us to incur significant costs.
In recent years, there has been significant litigation in the semiconductor industry involving patents
and other intellectual property rights. We are currently involved in patent infringement litigation. See
‘‘We are subject to pending patent infringement litigation’’ above. We could become subject to
additional claims or litigation in the future as a result of allegations that we infringe others’ intellectual
22
property rights or that our use of intellectual property otherwise violates the law. Claims that our
products infringe the proprietary rights of others would force us to defend ourselves and possibly our
customers, distributors or manufacturers against the alleged infringement. Any such litigation regarding
intellectual property could result in substantial costs and diversion of resources and could have a
material adverse effect on our business, financial condition and results of operations. Similarly,
changing our products or processes to avoid infringing the rights of others may be costly or impractical.
If any claims received in the future were to be upheld, the consequences to us would be severe and
could require us to:
(cid:127) stop selling our products that incorporate the challenged intellectual property;
(cid:127) obtain a license to sell or use the relevant technology, which license may not be available on
reasonable terms or at all;
(cid:127) pay damages; or
(cid:127) redesign those products that use the disputed technology.
Although patent disputes in the semiconductor industry have often been settled through cross-licensing
arrangements, we may not be able in any or every instance to settle an alleged patent infringement
claim through a cross-licensing arrangement. We have a more limited patent portfolio than many of our
competitors. If a successful claim is made against us or any of our customers and a license is not made
available to us on commercially reasonable terms or we are required to pay substantial damages or
awards, our business, financial condition and results of operations would be materially adversely
affected.
Our business will suffer if we are unable to protect our intellectual property.
Our success and ability to compete depends in large part upon protecting our proprietary
technology. We rely on a combination of patent, trade secret, copyright and trademark laws and non-
disclosure and other contractual agreements to protect our proprietary rights. These agreements and
measures may not be sufficient to protect our technology from third-party infringement, or to protect
us from the claims of others. Monitoring unauthorized use of our products is difficult and we cannot be
certain that the steps we have taken will prevent unauthorized use of our technology, particularly in
foreign countries where the laws may not protect our proprietary rights as fully as in the United States.
Our attempts to enforce our intellectual property rights could be time consuming and costly. Litigation
may be necessary in order to enforce our intellectual property rights, to protect our trade secrets, to
determine the validity and scope of the proprietary rights of others or to defend against claims of
infringement. If competitors are able to use our technology without our approval or compensation, our
ability to compete effectively could be harmed.
The market for Very Fast SRAMs is highly competitive.
The market for Very Fast SRAMs, which are used primarily in networking and telecommunications
equipment, is characterized by price erosion, rapid technological change, cyclical market patterns and
heightened foreign and domestic competition. Several of our competitors offer a broad array of
memory products and have greater financial, technical, marketing, distribution and other resources than
we have. Some of our competitors maintain their own semiconductor fabrication facilities, which may
provide them with capacity, cost and technical advantages over us. We cannot assure you that we will
be able to compete successfully against any of these competitors. Our ability to compete successfully in
this market depends on factors both within and outside of our control, including:
(cid:127) real or perceived imbalances in supply and demand of Very Fast SRAMs;
(cid:127) the rate at which OEMs incorporate our products into their systems;
23
(cid:127) the success of our customers’ products;
(cid:127) our ability to develop and market new products; and
(cid:127) the supply and cost of wafers.
In addition, we are vulnerable to advances in technology by competitors, including new SRAM
architectures and new forms of DRAM, or the emergence of new memory technologies that could
enable the development of products that feature higher performance, lower cost or lower power
capabilities. Additionally, the trend toward incorporating SRAM into other chips in the networking and
telecommunications markets has the potential to reduce future demand for Very Fast SRAM products.
There can be no assurance that we will be able to compete successfully in the future. Our failure to
compete successfully in these or other areas could harm our business.
We may experience difficulties in transitioning to smaller geometry process technologies and other more
advanced manufacturing process technologies, which may result in reduced manufacturing yields, delays in
product deliveries and increased expenses.
In order to remain competitive, we expect to continue to transition the manufacture of our
products to smaller geometry process technologies. This transition will require us to migrate to new
manufacturing processes for our products and redesign certain products. The manufacture and design
of our products is complex, and we may experience difficulty in transitioning to smaller geometry
process technologies or new manufacturing processes. These difficulties could result in reduced
manufacturing yields, delays in product deliveries and increased expenses. We are dependent on our
relationships with TSMC and Powerchip to transition successfully to smaller geometry process
technologies and to more advanced manufacturing processes. We cannot assure you that TSMC or
Powerchip will be able to effectively manage the transition or that we will be able to maintain our
relationship with them. If we or TSMC or Powerchip experience significant delays in this transition or
fail to implement these transitions, our business, financial condition and results of operations could be
materially and adversely affected.
Manufacturing process technologies are subject to rapid change and require significant expenditures for
research and development.
We continuously evaluate the benefits of migrating to smaller geometry process technologies in
order to improve performance and reduce costs. Historically, these migrations to new manufacturing
processes have resulted in significant initial design and development costs associated with pre-
production mask sets for the manufacture of new products with smaller geometry process technologies.
For example, in fiscal 2010 and 2011, we incurred $650,000 and $727,000, respectively, in research and
development expense associated with pre-production mask sets, which were not later used in
production as part of the transition to our new 65 nanometer SRAM process technology and 72
nanometer DRAM process technology, respectively. We will incur similar expenses in the future as we
continue to transition our products to smaller geometry processes. The transition costs inherent in the
transition to new manufacturing process technologies will adversely affect our operating results and our
gross margin.
Our products are complex to design and manufacture and could contain defects, which could reduce
revenues or result in claims against us.
We develop complex products. Despite testing by us and our OEM customers, design or
manufacturing errors may be found in existing or new products. These defects could result in a delay in
recognition or loss of revenues, loss of market share or failure to achieve market acceptance. These
defects may also cause us to incur significant warranty, support and repair costs, divert the attention of
our engineering personnel from our product development efforts, result in a loss of market acceptance
24
of our products and harm our relationships with our OEM customers. Our OEM customers could also
seek and obtain damages from us for their losses. A product liability claim brought against us, even if
unsuccessful, would likely be time consuming and costly to defend.
Defects in wafers and other components used in our products and arising from the manufacturing
of these products may not be fully recoverable from TSMC or other suppliers. For example, in the
quarter ended December 31, 2005, we incurred a charge of approximately $900,000 related to the write-
off of inventory resulting from an error in the assembly process at one of our suppliers. This write-off
adversely affected our operating results for fiscal 2006.
Demand for our products may decrease if our OEM customers experience difficulty manufacturing,
marketing or selling their products.
Our products are used as components in our OEM customers’ products. For example, Cisco
Systems, our largest OEM customer, incorporates our products in a number of its networking routers
and switches. Accordingly, demand for our products is subject to factors affecting the ability of our
OEM customers to successfully introduce and market their products, including:
(cid:127) capital spending by telecommunication and network service providers and other end users who
purchase our OEM customers’ products;
(cid:127) the competition our OEM customers face, particularly in the networking and
telecommunications industries;
(cid:127) the technical, manufacturing, sales and marketing and management capabilities of our OEM
customers;
(cid:127) the financial and other resources of our OEM customers; and
(cid:127) the inability of our OEM customers to sell their products if they infringe third-party intellectual
property rights.
As a result, if OEM customers reduce their purchases of our products, our business will suffer.
Downturns in the semiconductor industry may harm our revenues and margins.
The semiconductor industry is highly cyclical. The industry has experienced significant downturns,
often in connection with, or in anticipation of, maturing product cycles of both semiconductor
companies’ and their customers’ products and declines in general economic conditions. These
downturns have been characterized by production overcapacity, high inventory levels and accelerated
erosion of average selling prices. From time to time, the semiconductor industry also has experienced
periods of increased demand and production capacity constraints. Our operating results may suffer
during the down portion of these cycles. Downturns in the semiconductor industry could cause our
stock price to be volatile, and a prolonged decline in the industry could adversely affect our revenues.
If we are unable to control our inventory levels or expenses adequately in response to reduced net
sales, our results of operations would be negatively impacted.
If we do not successfully develop new products to respond to rapid market changes due to changing
technology and evolving industry standards, particularly in the networking and telecommunications markets,
our business will be harmed.
If we fail to offer technologically advanced products and respond to technological advances and
emerging standards, we may not generate sufficient revenues to offset our development costs and other
expenses, which will hurt our business. The development of new or enhanced products is a complex and
uncertain process that requires the accurate anticipation of technological and market trends. In
particular, the networking and telecommunications markets are rapidly evolving and new standards are
25
emerging. We are vulnerable to advances in technology by competitors, including new SRAM
architectures, new forms of DRAM and the emergence of new memory technologies that could enable
the development of products that feature higher performance or lower cost. We may experience
development, marketing and other technological difficulties that may delay or limit our ability to
respond to technological changes, evolving industry standards, competitive developments or end-user
requirements. For example, because we have limited experience developing integrated circuits, or IC,
products other than Very Fast SRAMs, our efforts to introduce new products may not be successful and
our business may suffer. Other challenges that we face include:
(cid:127) our products may become obsolete upon the introduction of alternative technologies;
(cid:127) we may incur substantial costs if we need to modify our products to respond to these alternative
technologies;
(cid:127) we may not have sufficient resources to develop or acquire new technologies or to introduce new
products capable of competing with future technologies;
(cid:127) new products that we develop may not successfully integrate with our end-users’ products into
which they are incorporated;
(cid:127) we may be unable to develop new products that incorporate emerging industry standards;
(cid:127) we may be unable to develop or acquire the rights to use the intellectual property necessary to
implement new technologies; and
(cid:127) when introducing new or enhanced products, we may be unable to manage effectively the
transition from older products.
Our products have lengthy sales cycles that make it difficult to plan our expenses and forecast results.
Our products are generally incorporated in our OEM customers’ products at the design stage.
However, their decisions to use our products often require significant expenditures by us without any
assurance of success, and often precede volume sales, if any, by a year or more. If an OEM customer
decides at the design stage not to incorporate our products into their products, we will not have
another opportunity for a design win with respect to that customer’s product for many months or years,
if at all. Our sales cycle can take up to 24 months to complete, and because of this lengthy sales cycle,
we may experience a delay between increasing expenses for research and development and our sales
and marketing efforts and the generation of volume production revenues, if any, from these
expenditures. Moreover, the value of any design win will largely depend on the commercial success of
our OEM customers’ products. There can be no assurance that we will continue to achieve design wins
or that any design win will result in future revenues.
Any significant order cancellations or order deferrals could adversely affect our operating results.
We typically sell products pursuant to purchase orders that customers can generally cancel or defer
on short notice without incurring a significant penalty. Any significant cancellations or deferrals in the
future could materially and adversely affect our business, financial condition and results of operations.
Cancellations or deferrals could cause us to hold excess inventory, which could reduce our profit
margins, increase product obsolescence and restrict our ability to fund our operations. We generally
recognize revenue upon shipment of products to a customer. If a customer refuses to accept shipped
products or does not pay for these products, we could miss future revenue projections or incur
significant charges against our income, which could materially and adversely affect our operating
results.
26
As our business grows, such growth may place a significant strain on our management and operations
and, as a result, our business may suffer.
We plan to continue expanding our business, and our expected growth could place a significant
strain on our management systems, infrastructure and other resources. To manage the expected growth
of our operations and increases in the number of our personnel, we will need to invest the necessary
capital to improve our operational, financial and management controls and our reporting systems and
procedures. Our controls, systems and procedures might not be adequate to support a growing public
company. In addition, we may not have sufficient administrative staff to support our operations. For
example, we currently have only five employees in our finance department in the United States,
including our Chief Financial Officer. Furthermore, our officers have limited experience in managing
large or rapidly growing businesses and the majority of our management had no previous experience in
managing a public company or communicating with securities analysts and public company investors
prior to the initial public offering of our common stock in 2007. If our management fails to respond
effectively to changes in our business, our business may suffer.
Our international business exposes us to additional risks.
Products shipped to destinations outside of the United States accounted for 76.5%, 70.3% and
68.9% of our net revenues in fiscal 2012, 2011 and 2010, respectively. Moreover, a substantial portion
of our products is manufactured and tested in Taiwan. We intend to continue expanding our
international business in the future. Conducting business outside of the United States subjects us to
additional risks and challenges, including:
(cid:127) heightened price sensitivity from customers in emerging markets;
(cid:127) compliance with a wide variety of foreign laws and regulations;
(cid:127) legal uncertainties regarding taxes, tariffs, quotas, export controls, competition, export licenses
and other trade barriers;
(cid:127) political and economic instability in, or foreign conflicts that involve or affect, the countries of
our customers;
(cid:127) difficulties in collecting accounts receivable and longer accounts receivable payment cycles;
(cid:127) difficulties in staffing and managing personnel, distributors and representatives;
(cid:127) limited protection for intellectual property rights in some countries; and
(cid:127) fluctuations in freight rates and transportation disruptions.
Moreover, our reporting currency is the U.S. dollar. However, a portion of our cost of revenues and
our operating expenses is denominated in currencies other than the U.S. dollar, primarily the New
Taiwanese dollar. As a result, appreciation or depreciation of other currencies in relation to the U.S.
dollar could result in transaction gains or losses that could impact our operating results. We do not
currently engage in currency hedging activities to reduce the risk of financial exposure from fluctuations
in foreign exchange rates.
TSMC and Powerchip, as well as our other independent suppliers and many of our OEM customers have
operations in the Pacific Rim, an area subject to significant earthquake risk and adverse consequences related
to the potential outbreak of contagious diseases such as the H1N1 Flu.
The foundries that manufactures our Fast SRAM and LLDRAM products, TSMC and Powerchip,
and all of the principal independent suppliers that assemble and test our products are located in
Taiwan. Many of our customers are also located in the Pacific Rim. The risk of an earthquake in these
Pacific Rim locations is significant. The occurrence of an earthquake or other natural disaster near the
27
fabrication facilities of TSMC or our other independent suppliers could result in damage, power
outages and other disruptions that impair their production and assembly capacity. Any disruption
resulting from such events could cause significant delays in the production or shipment of our products
until we are able to shift our manufacturing, assembling, packaging or production testing from the
affected contractor to another third-party vendor. In such an event, we may not be able to obtain
alternate foundry capacity on favorable terms, or at all.
The outbreak of SARS in 2003 curtailed travel to and from certain countries, primarily in the
Asia-Pacific region, and limited travel within those countries. If there were to be another outbreak of a
contagious disease, such as SARS or the H1N1 Flu, that significantly affected the Asia-Pacific region,
the operations of our key suppliers could be disrupted. In addition, our business could be harmed if
such an outbreak resulted in travel being restricted, as it was during parts of 2003, or if it adversely
affected the operations of our suppliers or our OEM customers or the demand for our products or our
OEM customers’ products.
Changes in Taiwan’s political, social and economic environment may affect our business performance.
Because much of the manufacturing and testing of our products is conducted in Taiwan, our
business performance may be affected by changes in Taiwan’s political, social and economic
environment. For example, any political instability resulting from the relationship among the United
States, Taiwan and the People’s Republic of China could damage our 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 our ability and
our suppliers’ ability to do business and operate facilities in Taiwan. If any of these changes were to
occur, our business could be harmed and our stock price could decline.
We are substantially dependent on the continued services and performance of our senior management and
other key personnel.
Our future success is substantially dependent on the continued services and continuing
contributions of our senior management who must work together effectively in order to design our
products, expand our business, increase our revenues and improve our operating results. Members of
our senior management team have long-standing and important relationships with our key customers
and suppliers. The loss of services of Lee-Lean Shu, our President and Chief Executive Officer, Robert
Yau, our Vice President of Engineering, any other executive officer or other key employee could
significantly delay or prevent the achievement of our development and strategic objectives. We do not
have employment contracts with, nor maintain key person insurance on, any of our executive officers.
If we are unable to recruit or retain qualified personnel, our business and product development efforts
could be harmed.
We must continue to identify, recruit, hire, train, retain and motivate highly skilled technical,
managerial, sales and marketing and administrative personnel. Competition for these individuals is
intense, and we may not be able to successfully recruit, assimilate or retain sufficiently qualified
personnel. We may encounter difficulties in recruiting and retaining a sufficient number of qualified
engineers, which could harm our ability to develop new products and adversely impact our relationships
with existing and future end-users at a critical stage of development. The failure to recruit and retain
necessary technical, managerial, sales, marketing and administrative personnel could harm our business
and our ability to obtain new OEM customers and develop new products.
28
We may need to raise additional capital in the future, which may not be available on favorable terms or
at all, and which may cause dilution to existing stockholders.
We may need to seek additional funding in the future. We do not know if we will be able to obtain
additional financing on favorable terms, if at all. If we cannot raise funds on acceptable terms, if and
when needed, we may not be able to develop or enhance our products, take advantage of future
opportunities or respond to competitive pressures or unanticipated requirements, and we may be
required to reduce operating costs, which could seriously harm our business. In addition, if we issue
equity securities, our stockholders may experience additional dilution or the new equity securities may
have rights, preferences or privileges senior to those of our common stock.
Our products are incorporated into advanced military electronics, and changes in international
geopolitical circumstances and domestic budget considerations may hurt our business.
Some of our products are incorporated into advanced military electronics such as radar and
guidance systems. Military expenditures and appropriations for such purchases have risen significantly
in recent years. However, should the current conflict in Afghanistan and the general war on terror
subside, our operating results would likely suffer. Domestic budget considerations may also adversely
affect our operating results. For example, if governmental appropriations for military purchases of
electronic devices that include our products are reduced, our revenues will likely decline.
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial
statements could be impaired, which could adversely affect our operating results, our ability to operate our
business and investors’ views of us.
Ensuring that we have adequate internal financial and accounting controls and procedures in place
so that we can produce accurate financial statements on a timely basis is a costly and time-consuming
process. On a continuous basis, we update our internal controls documentation and, where appropriate,
improve our internal controls and procedures. Section 404 of the Sarbanes-Oxley Act of 2002 requires
annual management assessments of the effectiveness of our internal control over financial reporting
and a report by our independent registered public accounting firm addressing the effectiveness of our
internal control over financial reporting. Both we and our independent registered public accounting
firm test our internal controls and, as part of that documentation and testing process, identify areas for
further attention and improvement. Implementing any appropriate changes to our internal controls may
entail substantial costs in order to modify our existing financial and accounting systems, take a
significant period of time to complete, and distract our officers, directors and employees from the
operation of our business. These changes may not, however, be effective in maintaining the adequacy of
our internal controls. Any failure to maintain that adequacy, or a consequent inability to produce
accurate financial statements on a timely basis, could increase our operating costs, materially impair
our ability to operate our business, and adversely affect our stock price.
Our operations involve the use of hazardous and toxic materials, and we must comply with
environmental laws and regulations, which can be expensive, and may affect our business and operating
results.
We are subject to federal, state and local regulations relating to the use, handling, storage, disposal
and human exposure to hazardous and toxic materials. If we were to violate or become liable under
environmental laws in the future as a result of our inability to obtain permits, human error, accident,
equipment failure or other causes, we could be subject to fines, costs, or civil or criminal sanctions, face
property damage or personal injury claims or be required to incur substantial investigation or
remediation costs, which could be material, or experience disruptions in our operations, any of which
could have a material adverse effect on our business. In addition, environmental laws could become
29
more stringent over time imposing greater compliance costs and increasing risks and penalties
associated with violations, which could harm our business.
We also face increasing complexity in our product design as we adjust to new and future
requirements relating to the materials composition of our products, including the restrictions on lead
and other hazardous substances applicable to specified electronic products placed on the market in the
European Union (Restriction on the Use of Hazardous Substances Directive 2002/95/EC, also known as
the RoHS Directive). We also expect that our operations will be affected by other new environmental
laws and regulations on an ongoing basis. Although we cannot predict the ultimate impact of any such
new laws and regulations, they will likely result in additional costs, and could require that we change
the design and/or manufacturing of our products, any of which could have a material adverse effect on
our business.
The trading price of our common stock is subject to fluctuation and is likely to be volatile.
The trading price of our common stock may fluctuate significantly in response to a number of
factors, some of which are beyond our control, including:
(cid:127) actual or anticipated declines in operating results;
(cid:127) changes in financial estimates or recommendations by securities analysts;
(cid:127) the institution of legal proceedings against us or significant developments in such proceedings;
(cid:127) announcements by us or our competitors of financial results, new products, significant
technological innovations, contracts, acquisitions, strategic relationships, joint ventures, capital
commitments or other events;
(cid:127) changes in industry estimates in demand for Very Fast SRAM products;
(cid:127) the gain or loss of significant orders or customers;
(cid:127) recruitment or departure of key personnel; and
(cid:127) market conditions in our industry, the industries of our customers and the economy as a whole.
In recent years the stock market in general, and the market for technology stocks in particular,
have experienced extreme price fluctuations, which have often been unrelated to the operating
performance of affected companies. The market price of our common stock might experience
significant fluctuations in the future, including fluctuations unrelated to our performance. These
fluctuations could materially adversely affect our business relationships, our ability to obtain future
financing on favorable terms or otherwise harm our business. In addition, in the past, securities class
action litigation has often been brought against a company following periods of volatility in the market
price of its securities. This risk is especially acute for us because the extreme volatility of market prices
of technology companies has resulted in a larger number of securities class action claims against them.
Due to the potential volatility of our stock price, we may in the future be the target of similar
litigation. Securities litigation could result in substantial costs and divert management’s attention and
resources. This could harm our business and cause the value of our stock to decline.
Our executive officers, directors and entities affiliated with them hold a substantial percentage of our
common stock.
As of April 30, 2012, our executive officers, directors and entities affiliated with them beneficially
owned approximately 25% of our outstanding common stock. As a result, these stockholders will be
able to exercise substantial influence over, and may be able to effectively control, matters requiring
stockholder approval, including the election of directors and approval of significant corporate
30
transactions, which could have the effect of delaying or preventing a third party from acquiring control
over or merging with us.
The provisions of our charter documents might inhibit potential acquisition bids that a stockholder might
believe are desirable, and the market price of our common stock could be lower as a result.
Our Board of Directors has the authority to issue up to 5,000,000 shares of preferred stock. Our
Board of Directors can fix the price, rights, preferences, privileges and restrictions of the preferred
stock without any further vote or action by our stockholders. The issuance of shares of preferred stock
might delay or prevent a change in control transaction. As a result, the market price of our common
stock and the voting and other rights of our stockholders might be adversely affected. The issuance of
preferred stock might result in the loss of voting control to other stockholders. We have no current
plans to issue any shares of preferred stock. Our charter documents also contain other provisions,
which might discourage, delay or prevent a merger or acquisition, including:
(cid:127) our stockholders have no right to remove directors without cause;
(cid:127) our stockholders have no right to act by written consent;
(cid:127) our stockholders have no right to call a special meeting of stockholders; and
(cid:127) stockholders must comply with advance notice requirements to nominate directors or submit
proposals for consideration at stockholder meetings.
These provisions could also have the effect of discouraging others from making tender offers for
our common stock. As a result, these provisions might prevent the market price of our common stock
from increasing substantially in response to actual or rumored takeover attempts. These provisions
might also prevent changes in our management.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our executive offices, our principal administration, marketing and sales operations and a portion
of our research and development operations are located in approximately 44,277 square feet of space in
Sunnyvale, California, which we acquired in fiscal 2010. In addition, we occupy approximately 25,250
square feet in a facility located in Hsin Chu, Taiwan under a lease expiring in August 2012. This facility
supports our manufacturing activities. We believe that we will be able to renew the lease of our Taiwan
facility on commercially reasonable terms and that both our Sunnyvale and Taiwan facilities are
adequate for our needs for the foreseeable future. We also lease space in Georgia and Texas. The
aggregate annual gross rent for our facilities was approximately $371,000 in fiscal 2012.
Item 3. Legal Proceedings
In March 2011, Cypress Semiconductor Corporation, a semiconductor manufacturer, filed a lawsuit
against us in the United States District Court for the District of Minnesota alleging that our products,
including our Sigma DDR and Sigma Quad families of Fast SRAMs, infringe five patents held by
Cypress. The complaint seeks unspecified damages for past infringement and a permanent injunction
against future infringement.
On June 10, 2011, Cypress filed a complaint against GSI with the United States International
Trade Commission (the ‘‘ITC’’). The ITC complaint, as subsequently amended, alleges infringement by
GSI of three of the five patents involved in the District Court case and one additional patent and also
alleges infringement by three of our distributors and 11 of our customers who allegedly incorporate our
31
SRAMs in their products. The ITC complaint seeks a limited exclusion order excluding the allegedly
infringing SRAMs, and products containing them, from entry into the United States and permanent
orders directing GSI and the other respondents to cease and desist from selling or distributing such
products in the United States. On July 21, 2011, the ITC formally instituted an investigation in
response to Cypress’s complaint. Two of the distributor-respondents and ten of the customer-
respondents were subsequently dismissed from the investigation. The evidentiary hearing took place
during the week of March 12, 2012, and the initial determination of the administrative law judge will be
issued on or before July 28, 2012. The District Court case has been stayed pending the conclusion of
the ITC proceeding.
On July 22, 2011, we filed a complaint against Cypress in the United States District Court for the
Northern District of California. Our complaint alleges that Cypress has conducted an unlawful
combination and conspiracy to monopolize the market for certain high-performance SRAM devices,
known as fast synchronous Quad Data Rate (or QDR) SRAMs and Double Data Rate (or DDR)
SRAMs. The complaint alleges that the anti-competitive, collusive and conspiratorial conduct of
Cypress and certain co-conspirators has violated Section 1 of the Sherman Act and also constitutes
unlawful restraint of trade and unfair competition under applicable provisions of California law. The
complaint seeks treble damages, in an amount to be determined at trial, a preliminary and permanent
injunction prohibiting the continuation of the unfair and illegal business practices and recovery of GSI’s
attorneys’ fees and costs. Cypress has moved to dismiss the complaint, we have opposed the motion
and it is pending a decision by the court.
We believe that we have strong defenses against Cypress’s patent infringement claims, and we
intend to continue to defend ourselves vigorously in in both patent infringement proceedings while
vigorously prosecuting our antitrust claims against Cypress. However, the litigation process is inherently
uncertain, and we may not prevail. Patent litigation is particularly complex and can extend for a
protracted period of time, which can substantially increase the cost of such litigation. We have incurred
and expect to continue to incur substantial legal fees and expenses in connection with the Cypress
patent and antitrust litigation, and we also expect the litigation to continue to divert the efforts and
attention of some of our key management and technical personnel. As a result, the litigation, regardless
of its eventual outcome, will be costly and time consuming. In addition, uncertainty regarding the
outcome of the litigation may cause some of our customers and potential customers to reduce
purchases of our products and/or seek second sources of supply, which could adversely affect our
revenues. Should the outcome of the ITC proceeding be adverse to us, we and the other respondents
could be prohibited from selling or distributing those of our products found to be infringing Cypress’s
patents, or end products containing them, in the United States, unless and until we are able to
negotiate a license from Cypress. Should the District Court case resume and its outcome be adverse to
us, we could be required to pay significant monetary damages to Cypress and could be enjoined from
selling those of our products found to infringe Cypress’s patents unless and until we are able to
negotiate a license from Cypress. Any such license arrangement with Cypress would likely require the
payment of royalties which would increase our cost of revenues and reduce our gross profit. If we and
the other respondents are prohibited from selling our products, or end products containing them, in the
United States, or if we are required to pay significant monetary damages, are enjoined from selling any
of our products or are required to make substantial royalty payments pursuant to any such license
arrangement, our business would be significantly harmed.
Item 4. Mine Safety Disclosures
Not applicable.
32
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
PART II
Equity Securities
Market Information
Our common stock has traded on the Nasdaq Global Market under the symbol ‘‘GSIT’’ since our
initial public offering on March 29, 2007. The following table sets forth, for the periods indicated, the
high and low sales prices for our common stock on such market.
Fiscal Year Ended March 31, 2011
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal Year Ended March 31, 2012
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
High
Low
$ 6.93
$ 7.08
$ 8.24
$10.20
$ 9.20
$ 7.39
$ 5.21
$ 5.09
$4.65
$5.50
$5.61
$8.02
$6.17
$4.55
$4.55
$4.18
Holders of Common Stock
On May 24, 2012, the closing price of our common stock on the Nasdaq Global Market was $4.20,
and there were 43 holders of record of our common stock. Because many of such shares are held by
brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of
stockholders represented by these record holders.
Dividend Policy
We have never declared or paid cash dividends on our common stock. We currently intend to
retain future earnings to finance the growth and development of our business, and we do not anticipate
declaring or paying any cash dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
Please see Part III, Item 12 of this report for information regarding securities authorized for
issuance under our equity compensation plans. Such information is incorporated by reference from our
definitive proxy statement for our 2011 annual meeting of stockholders.
Issuer Purchases of Equity Securities
On November 6, 2008, our Board of Directors authorized us to repurchase, at management’s
discretion, up to $10 million of our common stock. On January 25, 2012, the Board authorized the
repurchase of additional shares having an aggregate purchase price of up to $10 million. Under the
repurchase program, we 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
33
terminated at any time without prior notice. Below is a summary of our common stock repurchases
during the quarter ended March 31, 2012.
Shares
Repurchased
Average Price
Per Share
Value of Shares
that May Yet Be
Repurchased
Under the Program
Period
Beginning approximate dollar value available to be
repurchased as of December 31, 2011 . . . . . . . . . . . . . .
Dollar value available reflecting January 25, 2012 increase .
January 1 to January 31, 2012 . . . . . . . . . . . . . . . . . . . . .
February 1 to February 29, 2012 . . . . . . . . . . . . . . . . . . .
March 1 to March 31, 2012 . . . . . . . . . . . . . . . . . . . . . . .
Total shares repurchased . . . . . . . . . . . . . . . . . . . . . . .
94,038
130,043
178,492
402,573
4.67
4.87
4.45
Ending approximate dollar value that may be repurchased
under the program as of March 31, 2012 . . . . . . . . . . . .
Item 6. Selected Financial Data
$ 1,381,510
$11,381,510
10,942,765
10,309,159
9,515,550
$ 9,515,550
You should read the following selected consolidated financial data in conjunction with
‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and our
consolidated financial statements and the related notes included elsewhere in this report. The selected
consolidated statement of operations data set forth below for the fiscal years ended March 31, 2012,
2011 and 2010 and the selected consolidated balance sheet data as of March 31, 2012 and 2011 are
derived from, and are qualified by reference to, our audited consolidated financial statements included
elsewhere in this report. The selected consolidated statement of operations data set forth below for the
fiscal years ended March 31, 2009 and 2008 and the selected consolidated balance sheet data as of
34
March 31, 2010, 2009 and 2008 are derived from audited consolidated financial statements not included
in this report.
Fiscal Year Ended March 31,
2012
2011
2010
2009
2008
(In thousands, except per share amounts)
Consolidated Statement of Operations Data:
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues
$82,540
45,891
$97,763
53,009
$67,558
38,342
$62,108
35,552
$53,170
31,847
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36,649
44,754
29,216
26,556
21,323
Operating expenses:
Research and development
. . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . . . . .
Interest and other income (expense), net . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . .
10,637
19,356
29,993
6,656
525
7,181
425
10,632
10,722
21,354
23,400
461
23,861
4,985
9,069
9,534
18,603
10,613
1,965
12,578
2,195
5,737
9,295
15,032
11,524
1,363
12,887
3,598
4,365
9,464
13,829
7,494
1,784
9,278
2,505
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,756
$18,876
$10,383
$ 9,289
$ 6,773
Basic and diluted net income per share available to
common stockholders:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average shares used in per share
calculations:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
0.24
0.23
$
$
0.67
0.64
$
$
0.38
0.38
$
$
0.33
0.33
$
$
0.25
0.24
28,497
28,013
27,105
27,735
27,537
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,496
29,685
27,688
28,836
28,624
March 31,
2012
2011
2010
2009
2008
(In thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments .
Working capital
. . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . .
$ 58,678
82,684
143,117
128,779
$ 51,985
80,035
141,917
124,680
$ 46,778
63,047
113,128
98,719
$47,337
59,754
92,673
84,705
$39,565
55,070
88,315
77,140
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ substantially from those anticipated in these forward-looking statements as a result
of many factors, including those set forth under ‘‘Risk Factors’’ and elsewhere in this report. The following
discussion should be read together with our consolidated financial statements and the related notes included
elsewhere in this report.
35
Overview
We are a fabless semiconductor company that designs, develops and markets Very Fast static
random access memories, or SRAMs, and low-latency dynamic random access memories, or
LLDRAMs, primarily for the networking and telecommunications markets. We are subject to the highly
cyclical nature of the semiconductor industry, which has experienced significant fluctuations, often in
connection with fluctuations in demand for the products in which semiconductor devices are used.
Beginning in fiscal 2001, the networking and telecommunications markets experienced an extended
period of severe contraction, during which our operating results sharply declined. Between fiscal 2004
and fiscal 2006, demand for networking and telecommunications equipment recovered. During the first
three quarters of fiscal 2007, demand for such equipment accelerated and, as a result, our operating
results improved. In the fourth quarter of fiscal 2007 and the first quarter of fiscal 2008, revenues again
declined due, in part, to the implementation of a ‘‘lean manufacturing’’ program by our largest
customer, Cisco Systems. Our revenues have been substantially impacted by the fluctuations in sales to
Cisco Systems, and we expect that future direct and indirect sales to Cisco Systems will continue to
fluctuate significantly on a quarterly basis. The worldwide financial crisis and the resulting economic
impact on the end markets we serve adversely impacted our financial results since the second half of
fiscal 2009, and we expect that the unsettled global economic environment will continue to affect our
operating results in future periods. However, with no debt, substantial liquidity and a history of positive
cash flows from operations, we believe we are in a better financial position than many other companies
of our size.
Revenues. Our revenues are derived primarily from sales of our Very Fast SRAM products. Sales
to networking and telecommunications OEMs accounted for 75% to 80% of our net revenues during
our last three fiscal years. We also sell our products to OEMs that manufacture products for defense
applications such as radar and guidance systems, for professional audio applications such as sound
mixing systems, for test and measurement applications such as high-speed testers, for automotive
applications such as smart cruise control and voice recognition systems, and for medical applications
such as ultrasound and CAT scan equipment.
As is typical in the semiconductor industry, the selling prices of our products generally decline over
the life of the product. Our ability to increase net revenues, therefore, is dependent upon our ability to
increase unit sales volumes of existing products and to introduce and sell new products with higher
average selling prices in quantities sufficient to compensate for the anticipated declines in selling prices
of our more mature products. Although we expect the average selling prices of individual products to
decline over time, we believe that, over the next several quarters, our overall average selling prices will
increase due to a continuing shift in product mix to a higher percentage of higher price, higher density
products. Our ability to increase unit sales volumes is dependent primarily upon increases in customer
demand but, particularly in periods of increasing demand, can also be affected by our ability to increase
production through the availability of increased wafer fabrication capacity from TSMC and Powerchip,
our wafer suppliers, and our ability to increase the number of good integrated circuit die produced
from each wafer through die size reductions and yield enhancement activities.
We may experience fluctuations in quarterly net revenues for a number of reasons. Historically,
orders on hand at the beginning of each quarter are insufficient to meet our revenue objectives for that
quarter and are generally cancelable up to 30 days prior to scheduled delivery. Accordingly, we depend
on obtaining and shipping orders in the same quarter to achieve our revenue objectives. In addition,
the timing of product releases, purchase orders and product availability could result in significant
product shipments at the end of a quarter. Failure to ship these products by the end of the quarter may
adversely affect our operating results. Furthermore, our customers may delay scheduled delivery dates
and/or cancel orders within specified timeframes without significant penalty.
36
We sell our products through our direct sales force, international and domestic sales
representatives and distributors. Revenues from product sales, except for sales to distributors, are
generally recognized upon shipment, net of sales returns and allowances. Sales to consignment
warehouses, who purchase products from us for use by contract manufacturers, are recorded upon
delivery to the contract manufacturer. Sales to distributors are recorded as deferred revenues for
financial reporting purposes and recognized as revenues when the products are resold by the
distributors to the OEM. Sales to distributors are made under agreements allowing for returns or
credits under certain circumstances. We therefore defer recognition of revenue on sales to distributors
until products are resold by the distributor.
Historically, a small number of OEM customers have accounted for a substantial portion of our
net revenues, and we expect that significant customer concentration will continue for the foreseeable
future. Many of our OEMs use contract manufacturers to manufacture their equipment. Accordingly, a
significant percentage of our net revenues is derived from sales to these contract manufacturers and to
consignment warehouses. In addition, a significant portion of our sales are made to foreign and
domestic distributors who resell our products to OEMs, as well as their contract manufacturers. Direct
sales to contract manufacturers and consignment warehouses accounted for 45.1%, 39.5% and 39.2% of
our net revenues for fiscal 2012, 2011 and 2010, respectively. Sales to foreign and domestic distributors
accounted for 45.7%, 48.9% and 50.2% of our net revenues for fiscal 2012, 2011 and 2010, respectively.
The following direct customers accounted for 10% or more of our net revenues in one or more of the
following periods:
Fiscal Year Ended
March 31,
2012
2011
2010
Consignment warehouses:
SMART Modular Technologies . . . . . . . . . . . . . . . . . . . . .
Jabil Circuit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Flextronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributors:
11.4% 5.8% 20.8%
20.0% 18.6% 10.4%
9.3% 11.7% 4.7%
Avnet Logistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nexcomm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.1% 17.0% 21.7%
11.2% 10.8% 9.6%
Cisco Systems, our largest OEM customer, purchases our products primarily through its
consignment warehouses, SMART Modular Technologies, Jabil Circuit and Flextronics Technology, and
also purchases some products through its contract manufacturers and directly from us. Historically,
purchases by Cisco Systems have fluctuated from period to period. Based on information provided to
us by Cisco Systems’ consignment warehouses and contract manufacturers, purchases by Cisco Systems
represented approximately 41%, 37% and 35% of our net revenues in fiscal 2012, 2011 and 2010,
respectively. Our revenues have been substantially impacted by the fluctuations in sales to Cisco
Systems, and we expect that future direct and indirect sales to Cisco Systems will continue to fluctuate
significantly on a quarterly basis and that such fluctuations may significantly affect our operating results
in future periods. To our knowledge, none of our other OEM customers accounted for more than 10%
of our net revenues in fiscal 2012, 2011 or 2010.
Cost of Revenues. Our cost of revenues consists primarily of wafer fabrication costs, wafer sort,
assembly, test and burn-in expenses, the amortized cost of production mask sets, stock-based
compensation and the cost of materials and overhead from operations. All of our wafer manufacturing
and assembly operations, and a significant portion of our wafer sort testing operations, are outsourced.
Accordingly, most of our cost of revenues consists of payments to TSMC and independent assembly
and test houses. Because we do not have long-term, fixed-price supply contracts, our wafer fabrication
and other outsourced manufacturing costs are subject to the cyclical fluctuations in demand for
37
semiconductors. Cost of revenues also includes expenses related to supply chain management, quality
assurance, and final product testing and documentation control activities conducted at our headquarters
in Sunnyvale, California and our branch operations in Taiwan.
Gross Profit. Our gross profit margins vary among our products and are generally greater on our
higher density products and, within a particular density, greater on our higher speed and industrial
temperature products. We expect that our overall gross margins will fluctuate from period to period as
a result of shifts in product mix, changes in average selling prices and our ability to control our cost of
revenues, including costs associated with outsourced wafer fabrication and product assembly and
testing.
Research and Development Expenses. Research and development expenses consist primarily of
salaries and related expenses for design engineers and other technical personnel, the cost of developing
prototypes, stock-based compensation and fees paid to consultants. We charge all research and
development expenses to operations as incurred. We charge mask costs used in production to costs of
revenues over a 12-month period. However, we charge costs related to pre-production mask sets, which
are not used in production, to research and development expenses at the time they are incurred. These
charges often arise as we transition to new process technologies and, accordingly, can cause research
and development expenses to fluctuate on a quarterly basis. We believe that continued investment in
research and development is critical to our long-term success, and we expect to continue to devote
significant resources to product development activities. Accordingly, we expect that our research and
development expenses will increase in future periods, although such expenses as a percentage of net
revenues may fluctuate.
Selling, General and Administrative Expenses. Selling, general and administrative expenses consist
primarily of commissions paid to independent sales representatives, salaries, stock-based compensation
and related expenses for personnel engaged in sales, marketing, administrative, finance and human
resources activities, professional fees, costs associated with the promotion of our products and other
corporate expenses. We expect that our sales and marketing expenses will increase in absolute dollars
in future periods as we continue to grow and expand our sales force but that, to the extent our
revenues increase in future periods, these expenses will generally decline as a percentage of net
revenues. We also expect that, in support of our continued growth and our operations as a public
company, general and administrative expenses will continue to increase in absolute dollars for the
foreseeable future. General and administrative expenses increased significantly in fiscal 2012, primarily
as a result of substantial legal expense related to our pending patent infringement and antitrust
litigation with Cypress Semiconductor Corporation. Although we expect these expenses to be
substantially reduced during the quarter ending June 30, 2012, pending the anticipated issuance in July
of an initial determination in the ITC proceeding, legal expenses may again become substantial in
future quarters if the litigation continues.
Acquisition
On August 28, 2009, we acquired substantially all of the assets related to the SRAM memory
device product line of Sony Corporation and its subsidiaries (collectively, ‘‘Sony’’). As part of the
transaction, we also entered into an Intellectual Property Agreement with Sony under which we
acquired certain patents and license rights to other intellectual property used in connection with the
acquired product line.
The acquisition was undertaken in order to increase our market share in the SRAM memory
business, expand our relationships with our major customers and expand our product portfolio. The
acquisition resulted in a bargain purchase as Sony had been incurring significant losses on an annual
basis, had a minimal product offering, had only one customer and declining annual revenues at the
time of the acquisition and was therefore motivated to sell the assets of its SRAM product line.
38
We adopted authoritative guidance for business combinations as a result of this acquisition. The
acquisition has been accounted for as a purchase under authoritative guidance for business
combinations. Acquisition related costs of approximately $533,000 incurred in connection with this
acquisition have been expensed in accordance with the authoritative guidance and are included in
selling, general and administrative expenses in the Consolidated Statement of Operations for the year
ended March 31, 2010. Contingent consideration was recognized at the date of the acquisition and
recorded at its fair value. Changes to the fair value of the contingent consideration subsequent to
September 30, 2009 have been recorded in general and administrative expense and amounted to
$105,000, $64,000 and $47,000 in fiscal 2010, 2011 and 2012, respectively.
The purchase price of the acquisition has been preliminarily allocated to the net tangible and
intangible assets acquired, with the excess of the fair value of assets acquired over the purchase price
recorded as a bargain purchase gain.
The results of operations and estimated fair value of assets acquired and liabilities assumed were
included in our consolidated financial statements beginning August 29, 2009.
The total purchase consideration was approximately $7.1 million in cash, of which approximately
$5.2 million was paid at the closing, $1.2 million was paid in October 2009 following a post-closing
adjustment to reflect actual product inventory on hand at the closing and $727,000 consisted of
contingent consideration that was payable on the basis of sales of certain acquired SRAM products
over an eight quarter period commencing with the quarter ended September 30, 2009, the quarter in
which we first derived revenue from shipments of such products.
The allocation of the purchase price to acquired tangible and identifiable intangible assets was
based on their estimated fair values at the date of acquisition.
Prior to the closing of the acquisition, there were no material relationships between us and Sony or
any related parties or affiliates of Sony.
Results of Operations
The following table sets forth statement of operations data as a percentage of net revenues for the
periods indicated:
Fiscal Year Ended
March 31,
2012
2011
2010
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0% 100.0% 100.0%
54.2
55.6
56.8
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44.4
45.8
43.2
Operating expenses:
Research and development . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .
Interest and other income (expense), net
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
12.9
23.5
36.4
8.0
0.6
8.6
0.5
10.9
11.0
21.9
23.9
0.5
24.4
5.1
13.4
14.1
27.5
15.7
2.9
18.6
3.2
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.1% 19.3% 15.4%
39
Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011
Net Revenues. Net revenues decreased by 15.6% from $97.8 million in fiscal 2011 to $82.5 million
in fiscal 2012 largely as a result of excess inventories accumulated by our customers in fiscal 2011 and
drawn down in fiscal 2012. Direct and indirect sales to Cisco Systems, our largest customer, decreased
by $2.8 million from $36.2 million in fiscal 2011 to $33.4 million in fiscal 2012. Net revenues in fiscal
2012 included $20.7 million from the sale to Cisco of products acquired in our August 28, 2009
acquisition of the Sony SRAM memory device product line, compared to $14.6 million in fiscal 2011.
Shipments of our SigmaQuad product line accounted for 34.5% of total shipments in fiscal 2012
compared to 31.7% of total shipments in fiscal 2011. We believe net revenues in the third and fourth
quarters of fiscal 2012 were negatively impacted by uncertainty regarding the outcome of our pending
patent litigation with Cypress Semiconductor and that this uncertainty will continue to affect our
revenues over the next several quarters.
Cost of Revenues. Cost of revenues decreased by 13.4% from $53.0 million in fiscal 2011 to $45.9
million in fiscal 2012. This decrease was primarily due to the decrease in net revenues, partially offset
by increases in manufacturing overhead expenses as we prepared to support expected increases in the
production levels of new and existing products, including our low-latency DRAMs. Fiscal 2011 cost of
revenues included approximately $252,000 related to masks valued at approximately $604,000 that were
acquired in the Sony acquisition and that were amortized over four quarters. Cost of revenues included
stock-based compensation expense of $321,000 and $300,000, respectively, in fiscal 2012 and fiscal 2011.
Gross Profit. Gross profit decreased by 18.1% from $44.8 million in fiscal 2011 to $36.6 in fiscal
2012. Gross margin decreased from 45.8% in fiscal 2011 to 44.4% in fiscal 2012. The decrease in gross
profit was primarily related to the decreased net revenues. The decrease in gross margin was primarily
related to the increases in manufacturing overhead expenses described above.
Research and Development Expenses. Research and development expenses were unchanged at
$10.6 million in fiscal 2011 and in fiscal 2012. A decrease of $727,000 in research and development
mask expense was primarily offset by increases in payroll related expenses and stock-based
compensation. Research and development expenses included stock-based compensation expense of
$1,061,000 and $834,000, respectively, in fiscal 2012 and fiscal 2011.
Selling, General and Administrative Expenses. Selling, general and administrative expenses
increased 80.5% from $10.7 million in fiscal 2011 to $19.4 million in fiscal 2012. This increase was due
to an increase of $9.3 million in legal fees related to the pending patent infringement and antitrust
litigation involving Cypress Semiconductor Corporation, partially offset by a decrease in independent
sales representative commissions of $475,000 and a lesser decrease in non-legal professional fees. Stock-
based compensation expense of $714,000 and $578,000 were included in selling, general and
administrative expenses in fiscal 2012 and fiscal 2011, respectively.
Interest and Other Income (Expense), Net.
Interest and other income (expense), net increased
13.9% from $461,000 in fiscal 2011 to $525,000 in fiscal 2012. Interest income decreased by $131,000
due to lower interest rates received on our cash and short-term and long-term investments. In addition,
we recorded a foreign currency exchange loss of $212,000 in fiscal 2011 compared to $17,000 in fiscal
2012. The exchange loss in each period was related to our Taiwan branch operations.
Provision for Income Taxes. The provision for income taxes decreased from $5.0 million in fiscal
2011 to $425,000 in fiscal 2012. This decrease was due to the decreased pre-tax income and changes in
the relative mix of income within operating jurisdictions in fiscal 2012.
Net Income. Net income decreased 64.2% from $18.9 million in fiscal 2011 to $6.8 million in
fiscal 2012. This decrease was primarily due to the decreased net revenues and changes in operating
expenses and gross profit discussed above.
40
Fiscal Year Ended March 31, 2011 Compared to Fiscal Year Ended March 31, 2010
Net Revenues. Net revenues increased by 44.7% from $67.6 million in fiscal 2010 to $97.8 in fiscal
2011. Direct and indirect sales to Cisco Systems, our largest customer, increased by $12.7 million from
$23.5 million in fiscal 2010 to $36.2 million in fiscal 2011. Net revenues in fiscal 2011 included $14.6
million from the sale to Cisco of products acquired in our August 28, 2009 acquisition of the Sony
SRAM memory device product line, compared to $5.4 million in fiscal 2010. In addition to the increase
in sales to Cisco Systems, net revenues benefited from the continued acceptance of our SigmaQuad
product line which resulted in a 103.3% increase in SigmaQuad shipments in fiscal 2011 compared to
fiscal 2010, accounting for 31.7% of our total shipments in fiscal 2011.
Cost of Revenues. Cost of revenues increased by 38.3% from $38.3 million in fiscal 2010 to $53.0
million in fiscal 2011. This increase was primarily due to the increase in net revenues. Fiscal 2011 and
2010 cost of revenues included approximately $252,000 and $352,000, respectively, related to masks
valued at approximately $604,000 that were acquired in the Sony acquisition and are being amortized
over four quarters. Cost of revenues included stock-based compensation expense of $300,000 and
$291,000, respectively, in fiscal 2011 and fiscal 2010.
Gross Profit. Gross profit increased by 53.2% from $29.2 million in fiscal 2010 to $44.8 in fiscal
2011. Gross margin increased from 43.2% in fiscal 2010 to 45.8% in fiscal 2011. The increase in gross
profit was primarily related to the increased net revenues.The increase in gross margin was primarily
related to a shift in product mix to a higher percentage of higher density, higher margin products,
partially offset by a reduction in the percentage of sales of products for military applications and
increased depreciation and amortization expense related to assets acquired from Sony.
Research and Development Expenses. Research and development expenses increased 17.2% from
$9.1 million in fiscal 2010 to $10.6 million in fiscal 2011. This increase was primarily due to increases in
payroll related expenses of $695,000, facility related expenses of $241,000 and lesser increases in
software maintenance expense, stock-based compensation expense and depreciation expense. The
increase in payroll expenses was related to increases in headcount to support our low-latency DRAM
project and various high speed SRAM projects. Research and development expenses included stock-
based compensation expense of $834,000 and $686,000, respectively, in fiscal 2011 and fiscal 2010.
Selling, General and Administrative Expenses. Selling, general and administrative expenses
increased 12.5% from $9.5 million in fiscal 2010 to $10.7 million in fiscal 2011. This increase was
primarily related to increases of $710,000 in independent sales representative commissions, $521,000 in
payroll related expenses and a smaller increase in facility related expenses, partially offset by a decrease
in outside consulting expenses. Selling, general and administrative expenses in fiscal 2010 included
$533,000 in legal and accounting fees and changes to the fair value of the contingent consideration
related to the Sony acquisition, compared to $64,000 in such acquisition related expenses in fiscal 2011.
Stock-based compensation expense of $578,000 and $502,000 were included in selling, general and
administrative expenses in fiscal 2011 and fiscal 2010, respectively.
Interest and Other Income (Expense), Net.
Interest and other income (expense), net decreased
76.5% from $2.0 million in fiscal 2010 to $461,000 in fiscal 2011. This decrease was primarily the result
of a $1.1 million bargain purchase gain resulting from our acquisition of the Sony SRAM memory
device product line in the quarter ended September 30, 2009, and decreases in interest income due to
lower interest rates received on our cash, short-term and long-term investments. In addition, we
recorded an exchange loss of $212,000 in fiscal 2011 compared to an exchange loss of $29,000 in fiscal
2010, related to our Taiwan branch operations.
41
Provision for Income Taxes. The provision for income taxes increased from $2.2 million in fiscal
2010 to $5.0 million in fiscal 2011. This increase was due to the increased pre-tax income and changes
in the relative mix of income within operating jurisdictions in fiscal 2011.
Net Income. Net income increased 81.8% from $10.4 million in fiscal 2010 to $18.9 million in
fiscal 2011. This increase was primarily due to the increased net revenues and changes in operating
expenses and gross profit discussed above.
Liquidity and Capital Resources
As of March 31, 2012, our principal sources of liquidity were cash, cash equivalents and short-term
investments of $58.7 million compared to $52.0 million as of March 31, 2011.
Net cash provided by operating activities was $17.0 million for fiscal 2012 compared to $13.3
million for fiscal 2011 and $13.7 million for fiscal 2010. The primary sources of cash in fiscal 2012 were
net income of $6.8 million and decreases in accounts receivable of $4.5 million and inventory of $4.0
million, partially offset by an increase in prepaid expenses and other assets of $2.6 million and a
decrease in deferred revenue of $2.6 million. The decrease in accounts receivable was due to the lower
level of shipments in the fourth quarter of fiscal 2012 compared to the fourth quarter of fiscal 2011.
The primary sources of cash in fiscal 2011 were net income of $18.9 million, depreciation and
amortization of $2.8 million and lesser increases in accrued expenses and other liabilities and deferred
revenue, partially offset by an increase in inventory of $7.1 million and an increase in accounts
receivable of $5.8 million. Deferred revenue increased as a result of our distributors increasing the
levels of inventory in their possession to better enable them to respond to their customers’
requirements. The increase in accounts receivable was a result of the the timing of shipments in the
quarter ended March 31, 2011 compared to the quarter ended March 31, 2010. Inventory levels
increased as a result of a planned inventory build-up to enable us to better respond to current and
forecasted customer requirements. The primary uses of cash in fiscal 2010 were increases of $3.6
million in accounts receivable, $1.1 million in inventory and $1.0 million in prepaid expenses and other
assets. The increase in accounts receivable reflects the higher level of net revenues in the fourth
quarter of fiscal 2010 compared to the fourth quarter of fiscal 2009. These uses of cash were primarily
offset by increases of $3.4 million in accounts payable and $2.0 million in accrued expenses and other
liabilities. The increase in accounts payable reflects higher levels of wafer purchases and manufacturing
related expenses as we built inventory levels in response to increased levels of shipments.
Net cash used in investing activities was $6.5 million in fiscal 2012, $17.5 million in fiscal 2011 and
$3.8 million in fiscal 2010. Investment activities in fiscal 2012 consisted primarily of the purchase of
state and municipal obligations and corporate notes of $38.1 million. This use was substantially offset
by sales and maturities of investments of $33.3 million. Investment activities in fiscal 2011 consisted
primarily of the purchase of state and municipal obligations and corporate notes of $49.0 million and
purchases of property and equipment. These uses were offset by sales and maturities of investments of
$35.8 million. Investing activity in fiscal 2010 consisted primarily of the purchase of short-term and
long-term investments of $28.7 million, primarily state and municipal obligations and corporate notes,
our acquisition of the Sony SRAM memory device product line and purchases of property and
equipment, including our new headquarters facility in Sunnyvale, California. These uses were partially
offset by the sale and current maturities of short-term investments of $37.2 million.
Net cash provided by financing activities in fiscal 2012, fiscal 2011 and fiscal 2010 primarily
consisted of the net proceeds from the sale of common stock pursuant to our employee stock plans. In
addition, net cash used in financing activities in fiscal 2012 and in fiscal 2010 included the repurchase
of our common stock for a total purchase price of $6.3 million and $58,000, respectively. We
repurchased $6.3 million of our common stock at an average price of $4.74 per share in fiscal 2012.
42
At March 31, 2012, we had total minimum lease obligations of approximately $179,000 from
April 1, 2012 through May 31, 2013, under non-cancelable operating leases.
We believe that our existing balances of cash, cash equivalents and short-term investments, and
cash flow expected to be generated from our future operations, will be sufficient to meet our cash
needs for working capital and capital expenditures for at least the next 12 months, although we could
be required, or could elect, to seek additional funding prior to that time. Our future capital
requirements will depend on many factors, including the rate of revenue growth that we experience, the
extent to which we utilize subcontractors, the levels of inventory and accounts receivable that we
maintain, the timing and extent of spending to support our product development efforts and the
expansion of our sales and marketing efforts. Additional capital may also be required for the
consummation of any acquisition of businesses, products or technologies that we may undertake. We
cannot assure you that additional equity or debt financing, if required, will be available on terms that
are acceptable or at all.
Contractual Obligations
The following table describes our contractual obligations as of March 31, 2012:
Payments due by period
Up to 1 year
1 - 3 years
3 - 5 years
Facilities and equipment leases . . . . . . . .
Wafer, test and mask purchase obligations
$ 167,000
6,078,000
$
12,000
2,001,000
$
—
481,000
$6,245,000
$2,013,000
$481,000
More than
5 years
$—
—
$—
Total
$ 179,000
8,560,000
$8,739,000
As of March 31, 2012, the current portion of our unrecognized tax benefits was $599,000, and the
long-term portion was $1,835,000. The unrecognized tax benefits balance as of March 31, 2012 of
$3,109,000 would affect our effective tax rate if recognized. As of March 31, 2012, $901,000 of
unrecognized tax benefits have been recorded as a reduction to net deferred tax assets.
Critical Accounting Policies and Estimates
The preparation of our financial statements and related disclosures in conformity with accounting
principles generally accepted in the United States (‘‘GAAP’’) requires us 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 estimates affecting revenue recognition, obsolete and excess inventory,
the realization of intangible assets, the valuation allowance on deferred tax assets, the valuation of
equity instruments and stock-based compensation. We believe that we consistently apply these
judgments and estimates and that our financial statements and accompanying notes fairly represent our
financial results for all periods presented. However, any errors in these judgments and estimates may
have a material impact on our balance sheet and statement of operations. Critical accounting estimates,
as defined by the Securities and Exchange Commission, are those that are most important to the
portrayal of our financial condition and results of operations and require our most difficult and
subjective judgments and estimates of matters that are inherently uncertain. Our critical accounting
estimates include those regarding revenue recognition, the valuation of inventories, taxes and stock-
based compensation.
Revenue Recognition. We recognize revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the price is fixed or determinable and collectibility of the resulting receivable is
reasonably assured. Under these criteria, revenue from the sale of our products is generally recognized
43
upon shipment according to our shipping terms, net of accruals for estimated sales returns and
allowances based on historical experience. Sales to distributors are made under agreements allowing for
returns or credits. We defer recognition of revenue on sales to distributors until products are resold by
the distributor to the end-user. Distributors have stock rotation, price protection and ship from stock
pricing adjustment rights, and we therefore defer recognition of revenue on sales to distributors until
products are resold by the distributor. We are unable to reasonably estimate the inventory that could
be returned pursuant to the stock rotation rights. In light of possible changes to sales prices resulting
from price protection and price adjustment rights granted, we are unable to reasonably estimate
possible changes and the resulting sales price to the distributor is not fixed or determinable until the
final sale to the end user. Sales to consignment warehouses, who purchase products from us for use by
contract manufacturers, are recorded upon delivery to the contract manufacturers.
The timing of recognizing revenues on product sales to distributors is dependent on receiving
pertinent and accurate data from our distributors in a timely fashion. Distributors provide us monthly
data regarding the product, price, quantity, and end customer for their shipments as well as the
quantities of our products they have in stock at month end. In determining the appropriate amount of
revenue to recognize, we use this data in reconciling differences between our estimate of their
inventory levels and their reported inventories and shipment activities. If distributors incorrectly report
their inventories or shipment activities, it could lead to inaccurate reporting of our revenues and
income. As of March 31, 2012 and 2011, reconciling differences were not significant after appropriately
accounting for goods-in-transit.
Valuation of Inventories.
Inventories are stated at the lower of cost or market value, cost being
determined on a weighted average basis. Our inventory write-down allowance is established when
conditions indicate that the selling price of our products could be less than cost due to physical
deterioration, obsolescence, changes in price levels, or other causes. We consider the need to establish
the allowance for excess inventory generally based on inventory levels in excess of 12 months of
forecasted demand for each specific product. Inventory consists of finished goods at our premises or
consignment warehouses, work in progress at our premises or our contract manufacturers and finished
goods at distributors. Historically, it has been difficult to forecast customer demand especially at the
part-number level. Many of the orders we receive from our customers and distributors request delivery
of product on relatively short notice and with lead times less than our manufacturing cycle time. In
order to provide competitive delivery times to our customers, we build and stock a certain amount of
inventory in anticipation of customer demand that may not materialize. Moreover, as is common in the
semiconductor industry, we may allow customers to cancel orders with minimal advance notice. Thus,
even product built to satisfy specific customer orders may not ultimately be required to fulfill customer
demand. Nevertheless, at any point in time, some portion of our inventory is subject to the risk of
being materially in excess of our projected demand. Additionally, our average selling prices could
decline due to market or other conditions, which creates a risk that costs of manufacturing our
inventory may not be recovered. These factors contribute to the risk that we may be required to record
additional inventory write-downs in the future, which could be material. In addition, if actual market
conditions are more favorable than expected, inventory previously written down may be sold to
customers resulting in lower cost of sales and higher income from operations than expected in that
period.
Intangible Assets.
Intangible assets are amortized over their estimated useful lives, generally on a
straight-line basis over five to nine 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 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.
44
Taxes. We account 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. We make certain estimates and judgments in the calculation of tax liabilities
and the determination of deferred tax assets, which arise from temporary differences between tax and
financial statement recognition methods. We record a valuation allowance to reduce our deferred tax
assets to the amount that management estimates is more likely than not to be realized. If in the future
we determine that we are not likely to realize all or part of our net deferred tax assets, an adjustment
to deferred tax assets would be charged to earnings in the period such determination is made.
In addition, the calculation of tax liabilities involves inherent uncertainty in the application of
complex tax laws. We record tax reserves for additional taxes that we estimate we may be required to
pay as a result of future potential examinations by federal and state taxing authorities. If the payment
ultimately proves to be unnecessary, the reversal of these tax reserves would result in tax benefits being
recognized in the period we determine such reserves are no longer necessary. If an ultimate tax
assessment exceeds our estimate of tax liabilities, an additional charge to provision for income taxes
will result.
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 this 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.
Stock-Based Compensation. Under authoritative guidance, stock-based compensation expense
recognized in the statement of operations is based on options ultimately expected to vest, reduced by
the amount of estimated forfeitures.We chose the straight-line method of allocating compensation cost
over the requisite service period of the related award in accordance with the authoritative guidance. We
calculated 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 2012, 2011 and 2010 resulted in an expected term of approximately five years. We based our
estimate of expected volatility on the estimated volatility of similar entities whose share prices are
publicly available. 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 we have never paid dividends and have no present intention to pay dividends. Determining
some of these assumptions requires significant judgment and changes to these assumptions could result
in a significant change to the calculation of stock-based compensation in future periods.
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.
As stock-based compensation expense recognized in the Consolidated Statement of Operations is
based on awards ultimately expected to vest, it has been reduced for estimated forfeitures in
accordance with authoritative guidance. We estimate forfeitures at the time of grant and revise the
original estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
We have no stock-based compensation arrangements with non-employees except for stock options
granted to non-employee directors.
45
Off-Balance Sheet Arrangements
At March 31, 2012, we did not have any off-balance sheet arrangements or relationships with
unconsolidated entities or financial partnerships, such as entities often referred to as structured finance
or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes. Accordingly, we are not exposed to the type of
financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.
Recent Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (the ‘‘FASB’’) amended its guidance on
the presentation of comprehensive income. Under the amended guidance, we have the option to
present comprehensive income in either one continuous statement or two consecutive financial
statements. A single statement must present the components of net income and total net income, the
components of other comprehensive income and total other comprehensive income, and a total for
comprehensive income. In a two-statement approach, we must present the components of net income
and total net income in the first statement. That statement must be immediately followed by a financial
statement that presents the components of other comprehensive income, a total for other
comprehensive income, and a total for comprehensive income. We are also required to present on the
face of its financial statements reclassification adjustments for items that are reclassified from other
comprehensive income to net income in the statement(s) where the components of net income and the
components of other comprehensive income are presented. The option under previous guidance that
permits the presentation of components of other comprehensive income as part of the statement of
changes in stockholders’ equity has been eliminated. In December 2011, the FASB further amended its
guidance to defer changes related to the presentation of reclassification adjustments indefinitely as a
result of concerns raised by stakeholders that the new presentation requirements would be difficult for
preparers and add unnecessary complexity to financial statements. The amendment (other than the
portion regarding the presentation of reclassification adjustments which, as noted above, has been
deferred indefinitely) becomes effective during the first quarter of our fiscal year ending March 31,
2013. Early adoption is permitted. The amendment will impact the presentation of our financial
statements but will not impact our consolidated financial position, results of operations or cash flows.
In May 2011, the FASB amended its guidance to converge fair value measurement and disclosure
guidance about fair value measurement under GAAP with International Financial Reporting Standards
(‘‘IFRS’’). IFRS is a comprehensive series of accounting standards published by the International
Accounting Standards Board. The amendment changes the wording used to describe many of the
requirements in GAAP for measuring fair value and for disclosing information about fair value
measurements. For many of the requirements, the FASB does not intend for the amendment to result
in a change in the application of the requirements in the current authoritative guidance. The
amendment became effective prospectively for our interim reporting period ended March 31, 2012.
Implementation of the guidance did not have an impact on our consolidated financial position, results
of operations or cash flows.
In January 2010, the FASB issued authoritative guidance for fair value measurements. This
guidance now requires a reporting entity to disclose separately the amounts of significant transfers in
and out of Level 1 and Level 2 fair value measurements and also to describe the reasons for these
transfers. This authoritative guidance also requires enhanced disclosure of activity in Level 3 fair value
measurements. The guidance for Level 1 and Level 2 fair value measurements became effective for our
fiscal year ended March 31, 2010 and the guidance for Level 3 fair value measurement disclosures
became effective for our interim reporting period ended June 30, 2011. Implementation of the guidance
did not have an impact on our consolidated financial position, results of operations or cash flows as it
is disclosure-only in nature.
46
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk. Our revenues and expenses, except those expenses related to our
operations in Taiwan, including subcontractor manufacturing expenses, are denominated in U.S. dollars.
As a result, we have relatively little exposure for currency exchange risks, and foreign exchange losses
have been minimal to date. We do not currently enter into forward exchange contracts to hedge
exposure denominated in foreign currencies or any other derivative financial instruments for trading or
speculative purposes. In the future, if we feel our foreign currency exposure has increased, we may
consider entering into hedging transactions to help mitigate that risk.
Interest Rate Sensitivity. We had cash, cash equivalents, short term investments and long-term
investments totaling $92.2 million at March 31, 2012. These amounts were invested primarily in money
market funds, state and municipal obligations, corporate notes and certificates of deposit. The cash,
cash equivalents and short-term marketable securities are held for working capital purposes. We do not
enter into investments for trading or speculative purposes. Due to the short-term nature of these
investments, we believe that we do not have any material exposure to changes in the fair value of our
investment portfolio as a result of changes in interest rates. We believe a hypothetical 100 basis point
increase in interest rates would not materially affect the fair value of our interest-sensitive financial
instruments. Declines in interest rates, however, will reduce future investment income.
47
Item 8. Financial Statements and Supplementary Data
GSI TECHNOLOGY, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets As of March 31, 2012 and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations For the Three Years Ended March 31, 2012, 2011 and
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity For the Three Years Ended March 31, 2012,
2011 and 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows For the Three Years Ended March 31, 2012, 2011 and
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
49
50
51
52
53
54
48
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of GSI Technology, Inc.:
In our opinion, the consolidated financial statements listed in the index appearing under
Item 15(a)(1) present fairly, in all material respects, the financial position of GSI Technology, Inc. and
its subsidiaries at March 31, 2012 and March 31, 2011, and the results of their operations and their
cash flows for each of the three years in the period ended March 31, 2012 in conformity with
accounting principles generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all
material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of March 31, 2012, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company’s management is responsible for
these financial statements and financial statement schedule, for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control over Financial
Reporting under Item 9A. Our responsibility is to express opinions on these financial statements, on
the financial statement schedule, and on the Company’s internal control over financial reporting based
on our integrated audits. We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of
material misstatement and whether effective internal control over financial reporting was maintained in
all material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
San Jose, California
June 4, 2012
49
GSI TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net
Long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31,
2012
2011
(In thousands, except
share and per share
amounts)
$ 31,634
27,044
10,579
16,725
8,108
1,097
95,187
12,806
33,497
1,627
$ 25,952
26,033
15,042
21,380
5,575
1,729
95,711
13,545
30,938
1,723
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$143,117
$141,917
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$ 5,490
4,343
2,670
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,503
1,835
14,338
5,638
4,790
5,248
15,676
1,561
17,237
Commitments and contingencies (Note 6)
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: 27,617,942 and 28,649,033 shares, respectively . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
54,402
88
74,261
29
57,063
83
67,505
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128,779
124,680
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . .
$143,117
$141,917
The accompanying notes are an integral part of these consolidated financial statements.
50
GSI TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended March 31,
2012
2011
2010
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(In thousands,
except per share amounts)
$97,763
53,009
$82,540
45,891
$67,558
38,342
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36,649
44,754
29,216
Operating expenses:
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,637
19,356
29,993
6,656
541
(16)
7,181
425
10,632
10,722
21,354
23,400
673
(212)
23,861
4,985
9,069
9,534
18,603
10,613
894
1,071
12,578
2,195
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,756
$18,876
$10,383
Net income per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.24
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.23
$
$
0.67
0.64
$
$
0.38
0.38
Weighted average shares used in per share calculations:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,497
28,013
27,105
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,496
29,685
27,688
The accompanying notes are an integral part of these consolidated financial statements.
51
GSI TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Balance, March 31, 2009 . . . . . . .
Issuance of common stock under
employee stock option plans . . .
Repurchase of common stock . . . .
Stock-based compensation expense
Windfall tax benefit from stock
options exercised . . . . . . . . . . .
Comprehensive income:
Net income . . . . . . . . . . . . . . . .
Net unrealized loss on
available-for-sale investments . .
Total comprehensive income . . . . .
Balance, March 31, 2010 . . . . . . .
Issuance of common stock under
employee stock option plans . . .
Stock-based compensation expense
Windfall tax benefit from stock
options exercised . . . . . . . . . . .
Comprehensive income:
Net income . . . . . . . . . . . . . . . .
Net unrealized loss on
available-for-sale investments . .
Total comprehensive income . . . . .
Balance, March 31, 2011 . . . . . . .
Issuance of common stock under
employee stock option plans . . .
Repurchase of common stock . . . .
Stock-based compensation expense
Windfall tax benefit from stock
options exercised . . . . . . . . . . .
Comprehensive income:
Net income . . . . . . . . . . . . . . . .
Net unrealized gain on
available-for-sale investments . .
Total comprehensive income . . . . .
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income
Retained
Earnings
Total
Stockholders’
Equity
26,719,537
$27
$46,202
$ 230
$38,246
$ 84,705
(In thousands, except share amounts)
877,369
(21,783)
—
—
—
—
—
27,575,123
1,073,910
—
—
—
—
—
28,649,033
307,007
(1,338,098)
—
—
—
—
—
1
—
—
—
—
—
28
1
—
—
—
—
—
29
—
(1)
—
—
—
—
—
1,637
(58)
1,479
612
—
—
—
49,872
4,597
1,712
882
—
—
—
57,063
1,504
(6,336)
2,096
75
—
—
—
—
—
—
—
—
(40)
—
190
—
—
—
—
(107)
—
83
—
—
—
—
—
5
—
—
—
—
—
1,638
(58)
1,479
612
10,383
10,383
—
—
48,629
—
—
—
(40)
10,343
98,719
4,598
1,712
882
18,876
18,876
—
—
67,505
—
—
—
—
6,756
—
—
(107)
18,769
124,680
1,504
(6,337)
2,096
75
6,756
5
6,761
Balance, March 31, 2012 . . . . . . .
27,617,942
$28
$54,402
$ 88
$74,261
$128,779
The accompanying notes are an integral part of these consolidated financial statements.
52
GSI TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended March 31,
2012
2011
2010
(In thousands)
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating
$ 6,756
$ 18,876
$ 10,383
activities:
Allowance for sales returns, doubtful accounts and other . . . . . . . . . . . .
Gain on bargain purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
Provision for excess and obsolete inventories
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Windfall tax benefits from stock options exercised . . . . . . . . . . . . . . . . .
Amortization of bond premium on investments . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)
—
696
2,611
2,096
632
(75)
1,256
4,468
3,959
(2,599)
(17)
(242)
(2,578)
4
—
1,132
2,794
1,712
(455)
(882)
811
(5,805)
(7,076)
(1,959)
(760)
3,023
1,932
(22)
(1,099)
394
2,196
1,479
(299)
(612)
1,000
(3,597)
(1,133)
(968)
3,404
1,995
580
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . .
16,958
13,347
13,701
Cash flows from investing activities:
Purchase of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and maturities of short-term investments . . . . . . . . . . . . . . . . . . .
Acquisition of new business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .
(38,166)
33,327
—
(1,679)
(48,988)
35,755
—
(4,300)
(28,669)
37,186
(6,327)
(6,022)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . .
(6,518)
(17,533)
(3,832)
Cash flows from financing activities:
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Windfall tax benefits from stock options exercised . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock under employee stock plans . . .
Net cash provided by (used in) financing activities . . . . . . . . . . . . .
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of the year . . . . . . . . . . . . . . . . . .
(6,337)
75
1,504
(4,758)
5,682
25,952
—
882
4,598
5,480
1,294
24,658
(58)
612
1,638
2,192
12,061
12,597
Cash and cash equivalents at end of the year . . . . . . . . . . . . . . . . . . . . . .
$ 31,634
$ 25,952
$ 24,658
Non-cash financing activities:
Purchases of property and equipment through accounts payable and
accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
274
$
261
$
746
Supplemental cash flow information:
Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3,256
$ 4,827
$ 1,229
Supplemental disclosure of investing activities:
Fair value of assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on bargain purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unpaid purchase consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Acquisition of new business, net of gain . . . . . . . . . . . . . . . . . . . . . .
$
— $
—
—
— $
— $ 8,013
(1,099)
—
(587)
—
— $ 6,327
The accompanying notes are an integral part of these consolidated financial statements.
53
GSI TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 ‘‘Very Fast’’ SRAM
products and LLDRAM products that 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.
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 three wholly-owned
subsidiaries, GSI Technology Holdings, Inc., GSI Technology (BVI), Inc. and GSI Technology
Taiwan, Inc. All significant 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 revenue recognition, obsolete and excess inventory,
the valuation allowance on deferred tax assets, the valuation of equity instruments and stock-based
compensation. Actual results could differ from those estimates.
Risk and uncertainties
The Company buys all of its SRAM and LLDRAM wafers, integral components of its products,
from single suppliers and is also dependent on independent suppliers to assemble and test its products.
During the years ended March 31, 2012, 2011 and 2010, all of the wafers used in the Company’s
SRAM and LLDRAM products were supplied by Taiwan Semiconductor Manufacturing Company
Limited, or TSMC, and Powerchip Technology Corporation, or Powerchip, respectively. If these
suppliers fail 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 affect 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 resulting from the relationship among the United
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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 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. The Company currently is a party to
pending legal proceedings which it is defending aggressively. See Note 6 for additional information
regarding this pending litigation. 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 our 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 our estimates, which
could require us to record additional costs.
Revenue recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has
occurred, the price is fixed or determinable and collectibility of the resulting receivable is reasonably
assured. Under these criteria, revenue from the sale of products is generally recognized upon shipment
according to the Company’s shipping terms, net of accruals for estimated sales returns and allowances
based on historical experience. Sales to distributors are made under agreements allowing for returns or
credits. Distributors have stock rotation, price protection and ship from stock pricing adjustment rights
and the Company therefore defers recognition of revenue on sales to distributors until products are
resold by the distributor. The Company is unable to reasonably estimate the inventory that could be
returned pursuant to the stock rotation rights. In light of possible changes to sales prices resulting from
price protection and price adjustment rights granted, we are unable to reasonably estimate possible
changes and the resulting sales price to the distributor is not fixed or determinable until the final sale
to the end user. For sales to consignment warehouses, who purchase products from the Company for
use by contract manufacturers, revenues are recognized upon delivery to the contract manufacturer.
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 market value.
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
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
reported at fair value with unrecognized gains (losses), net of tax, as a component of ‘‘Accumulated
other comprehensive income’’ in the Consolidated Balance Sheets. The Company monitors its
investments for impairment periodically and records appropriate reductions in carrying values when the
declines are determined to be other-than-temporary.
Concentration of credit risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist
primarily of cash, cash equivalents, short-term and long-term investments and accounts receivable. The
Company places its cash primarily in checking, certificate of deposit, and money market accounts with
reputable financial institutions. The Company’s accounts receivable 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 doubtful accounts receivable based upon the
expected collectibility of accounts receivable. There were no write offs in the years ended March 31,
2012, 2011 or 2010.
In fiscal 2012, 2011 and 2010, sales to the Company’s top 10 customers accounted for
approximately 92%, 91% and 94% of net revenues, respectively. At March 31, 2012, five customers
accounted for 19%, 16%, 12%, 11% and 10% of accounts receivable, and for the year then ended, four
customers accounted for 20%, 20%, 11% and 11% of net revenues. At March 31, 2011, three
customers accounted for 21%, 17% and 13% of accounts receivable, and for the year then ended, four
customers accounted for 19%, 17%, 12% and 11% of net revenues. At March 31, 2010, five customers
accounted for 16%, 14%, 13%, 13% and 12% of accounts receivable, and for the year then ended,
three customers accounted for 22%, 21% and 10% of net revenues.
Inventories
Inventories are stated at the lower of cost or market 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, 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 demand, as estimated by management, for each specific product. The
allowance is not reversed until the inventory is sold or disposed of.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer and other and equipment . . . . . . . . . . . . . . . . . . . . . . . .
Building and building improvements . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 to 5 years
5 years
10 to 25 years
7 years
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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 income from operations. Costs of repairs
and maintenance are typically 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.
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 exists and the amount of the impairment loss, if any, will
generally be measured as the difference between net book value of the assets and their estimated fair
values. There were no impairment losses recognized during the years ended March 31, 2012, 2011 or
2010.
Intangible Assets
Intangible assets are amortized over their estimated useful lives, generally on a straight-line basis
over five to nine 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 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.
Research and development
Research and development expenses are related to new product designs, including, salaries, stock-
based compensation, contractor fees, 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.
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,
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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.
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 $8,000,
$6,000 and $7,000 for the years ended March 31, 2012, 2011, and 2010, respectively.
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 statements of operations. These gains and losses were not material for
the years ended March 31, 2012, 2011 or 2010.
Segments
The Company operates in one segment for the design, development and sale of integrated circuits.
Accounting for stock-based compensation
Under authoritative guidance, stock-based compensation expense recognized in the statement 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
calculated 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 2012, 2011 and 2010 resulted in an expected term of approximately five years. The Company
based its estimate of expected volatility on the estimated volatility of similar entities whose share prices
are publicly available. 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.
Comprehensive income
Comprehensive income is defined to include all changes in equity during a period except those
resulting from investments by owners and distributions to owners. For the years ended March 31, 2012,
2011 and 2010, comprehensive income was $6,761,000, $18,769,000 and $10,343,000, respectively.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Recent accounting pronouncements
In June 2011, the Financial Accounting Standards Board (‘‘FASB’’) amended its guidance on the
presentation of comprehensive income. Under the amended guidance, an entity has the option to
present comprehensive income in either one continuous statement or two consecutive financial
statements. A single statement must present the components of net income and total net income, the
components of other comprehensive income and total other comprehensive income, and a total for
comprehensive income. In a two-statement approach, an entity must present the components of net
income and total net income in the first statement. That statement must be immediately followed by a
financial statement that presents the components of other comprehensive income, a total for other
comprehensive income, and a total for comprehensive income. The entity is also required to present on
the face of its financial statements reclassification adjustments for items that are reclassified from other
comprehensive income to net income in the statement(s) where the components of net income and the
components of other comprehensive income are presented. The option under previous guidance that
permits the presentation of components of other comprehensive income as part of the statement of
changes in stockholders’ equity has been eliminated. In December 2011, the FASB further amended its
guidance to defer changes related to the presentation of reclassification adjustments indefinitely as a
result of concerns raised by stakeholders that the new presentation requirements would be difficult for
preparers and add unnecessary complexity to financial statements. The amendment (other than the
portion regarding the presentation of reclassification adjustments which, as noted above, has been
deferred indefinitely) becomes effective during the first quarter of the Company’s fiscal year ending
March 31, 2013. Early adoption is permitted. The amendment will impact the presentation of the
consolidated financial statements but will not impact the Company’s consolidated financial position,
results of operations or cash flows.
In May 2011, the FASB amended its guidance to converge fair value measurement and disclosure
guidance about fair value measurement under GAAP with International Financial Reporting Standards
(‘‘IFRS’’). IFRS is a comprehensive series of accounting standards published by the International
Accounting Standards Board. The amendment changes the wording used to describe many of the
requirements in GAAP for measuring fair value and for disclosing information about fair value
measurements. For many of the requirements, the FASB does not intend for the amendment to result
in a change in the application of the requirements in the current authoritative guidance. The
amendment became effective prospectively for the Company’s interim reporting period ended
March 31, 2012. Implementation of the amendment did not have a material impact on the Company’s
consolidated financial position, results of operations or cash flows.
In January 2010, the FASB issued authoritative guidance for fair value measurements. This
guidance now requires a reporting entity to disclose separately the amounts of significant transfers in
and out of Level 1 and Level 2 fair value measurements and also to describe the reasons for these
transfers. This authoritative guidance also requires enhanced disclosure of activity in Level 3 fair value
measurements. The guidance for Level 1 and Level 2 fair value measurements became effective for the
Company’s fiscal year ended March 31, 2010, and the guidance for Level 3 fair value measurement
disclosures became effective for the Company’s interim reporting period ended June 30, 2011.
Implementation of this guidance did not have an impact on the Company’s consolidated financial
position, results of operations or cash flows as it is disclosure-only in nature.
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 2—NET INCOME PER COMMON SHARE
The Company uses the treasury stock method to calculate the weighted average shares used in
computing diluted net income per share. The following table sets forth the computation of basic and
diluted net income per share:
Year Ended March 31,
2012
2011
2010
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Denominators:
Weighted average shares—Basic . . . . . . . . . . . . . . . . . .
Dilutive effect of employee stock options . . . . . . . . . . .
Dilutive effect of employee stock purchase plan options .
(In thousands, except per
share amounts)
$18,876
$10,383
$ 6,756
28,497
998
1
28,013
1,661
11
27,105
567
16
Weighted average shares—Dilutive . . . . . . . . . . . . . . . .
29,496
29,685
27,688
Net income per common share—Basic . . . . . . . . . . . . .
Net income per common share—Diluted . . . . . . . . . . . .
$
$
0.24
0.23
$
$
0.67
0.64
$
$
0.38
0.38
The following shares of common stock underlying outstanding stock options, determined on a
weighted average basis, were excluded from the computation of diluted net income per share as they
had an anti-dilutive effect:
Year Ended March 31,
2012
2011
2010
Shares underlying options . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTE 3—BALANCE SHEET DETAIL
(In thousands)
416
3,633
1,388
Inventories:
Work-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory at distributors . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,163
9,832
730
$10,612
9,345
1,423
$16,725
$21,380
March 31,
2012
2011
(In thousands)
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 3—BALANCE SHEET DETAIL (Continued)
Accounts receivable, net:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Allowances for sales returns, doubtful accounts and
$10,679
$15,147
other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(100)
(105)
March 31,
2012
2011
(In thousands)
$10,579
$15,042
March 31,
2012
2011
(In thousands)
Prepaid expenses and other current assets:
Prepaid tooling and masks . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,310
4,287
608
903
$2,470
1,350
904
851
$8,108
$5,575
March 31,
2012
2011
(In thousands)
Property and equipment, net:
Computer and other equipment . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and building improvements . . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 16,235
4,497
3,900
2,256
110
762
201
$ 14,638
4,442
3,900
2,249
110
738
201
Less: Accumulated depreciation and amortization . . . . . . . . .
27,961
(15,155)
26,278
(12,733)
$ 12,806
$ 13,545
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 3—BALANCE SHEET DETAIL (Continued)
Depreciation and amortization expense was $2,611,000, $2,794,000 and $2,196,000 for the years
ended March 31, 2012, 2011 and 2010, respectively.
Other Assets:
Non-current deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31,
2012
2011
(In thousands)
$ 619
925
83
$ 535
1,105
83
$1,627
$1,723
The following table summarizes the components of intangible assets and related accumulated
amortization balances at March 31, 2012 (in thousands):
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Intangible assets:
Product designs . . . . . . . . . . . . . . . . . . . . . . .
Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 590
720
80
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,390
$(218)
(206)
(41)
$(465)
$372
514
39
$925
Amortization of intangible assets of $180,000 was included in cost of revenues for the year ended
March 31, 2012.
As of March 31, 2012, the estimated future amortization expense of intangible assets in the table
above is as follows (in thousands):
Year Ending March 31,
Estimated
Amortization
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$180
180
171
165
115
114
$925
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 3—BALANCE SHEET DETAIL (Continued)
Accrued expenses and other liabilities:
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued acquisition payments . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Accrued equipment and software costs
Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31,
2012
2011
(In thousands)
$1,636
—
1,233
332
24
203
131
784
$1,844
347
4
456
25
790
51
1,273
$4,343
$4,790
NOTE 4—INCOME TAXES
Income before income taxes and income tax expense consist of the following:
Year Ended March 31,
2012
2011
2010
(In thousands)
Income (loss) before income taxes:
U.S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (438) $11,699
12,162
7,619
$ 6,595
5,983
$7,181
$23,861
$12,578
Current income tax expense:
U.S. federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (108) $ 4,985
267
503
(123)
91
$ 2,162
11
466
Deferred income tax expense:
U.S. federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(140)
5,755
2,639
643
(78)
565
(851)
81
(770)
(223)
(221)
(444)
$ 425
$ 4,985
$ 2,195
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 4—INCOME TAXES (Continued)
Income tax expense differs from the amount of income tax determined by applying the applicable
U.S. statutory income tax rate to pre-tax income as follows:
U.S. Federal taxes at statutory rate . . . . . . . . . . . . . . .
State taxes, net of federal benefit . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . .
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax rate differential . . . . . . . . . . . . . . . . . . . . .
Tax exempt interest . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on bargain purchase . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended March 31,
2012
2011
2010
$ 2,440
(48)
502
(238)
(2,167)
(48)
—
(16)
(In thousands)
$ 8,153
448
212
(333)
(3,441)
(47)
—
(7)
$ 4,278
127
319
(340)
(1,701)
(136)
(374)
22
$
425
$ 4,985
$ 2,195
Deferred tax assets and deferred tax liabilities consist of the following:
March 31,
2012
2011
(In thousands)
Deferred tax assets:
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other reserves and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 211
230
1
905
895
$ 897
—
32
695
849
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,242
2,473
Deferred tax liabilities:
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (500) $ (166)
(43)
(26)
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (526) $ (209)
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,716
$2,264
U.S. income taxes and withholding taxes have not been provided on a cumulative total of
$33.6 million of undistributed earnings for certain non-U.S. subsidiaries. The Company currently
intends to reinvest these earnings in operations outside the U.S. No provision has been made for taxes
that might be payable upon remittance of such earnings, nor is it practicable to determine the amount
of such potential liability.
The current portion of the Company’s unrecognized tax benefits at March 31, 2012 and 2011 was
$599,000 and $532,000, respectively. The long-term portion at March 31, 2012 and 2011 was $1,835,000
and $1,561,000, respectively, of which the timing of the resolution is uncertain. As of March 31, 2012,
$901,000 of unrecognized tax benefits had been recorded as a reduction to net deferred tax assets. It is
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 4—INCOME TAXES (Continued)
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,
2012
2011
2010
Unrecognized tax benefits, beginning of period . . . . . . . . .
Additions based on tax positions related to current year . .
Additions based on tax positions related to prior years . . .
Lapses during the current year applicable to statutes of
(In thousands)
1,616
769
32
$2,312
649
252
$1,107
422
230
limitations
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(104)
(105)
(143)
Unrecognized tax benefits, end of period . . . . . . . . . . . . .
$3,109
$2,312
$1,616
The unrecognized tax benefit balance as of March 31, 2012 of $3,109,000 would affect the
Company’s effective tax rate if recognized.
Management believes that it is reasonably possible that within the next twelve months the
Company could have a reduction in uncertain tax benefits of up to $743,000, including interest and
penalties, related to positions taken with respect to credits and loss carryforwards on previously filed
tax returns as the result of the possible conclusion of a pending tax controversy process.
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.
The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. Fiscal
years 2009 through 2012 remain open to examination by the federal tax authorities and fiscal years
2006 through 2012 remain open to examination by most state tax authorities. The Company has
ongoing tax examinations by the California Franchise Tax Board.
NOTE 5—FINANCIAL INSTRUMENTS
Fair value measurements
Authoritative accounting guidance for fair value measurements provides a framework for
measuring fair value and related disclosure. 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, 2012,
the Level 1 category included money market funds of $11.3 million, which were included in cash
and cash equivalents in the Consolidated Balance Sheet.
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
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 5—FINANCIAL INSTRUMENTS (Continued)
securities included in the Level 2 category is based on the market values obtained from an
independent pricing service that were evaluated using pricing models that vary by asset class and
may incorporate available trade, bid and other market information and price quotes from well
established independent pricing vendors and broker-dealers. As of March 31, 2012, the Level 2
category included short-term investments of $27.0 million and long term-investments of
$33.5 million, which were primarily comprised of certificates of deposit, corporate debt securities
and government and agency securities.
Level 3: Valuations based on inputs that are unobservable and involve management
judgment and the reporting entity’s own assumptions about market participants and pricing. As of
March 31, 2012, the Company had no Level 3 financial assets measured at fair value in the
Consolidated Balance Sheet.
Short-term and long-term investments
All of the Company’s short-term and long-term investments are classified as available-for-sale.
Available-for-sale debt securities with maturities greater than twelve months are classified as long-term
investments when they are not intended for use in current operations. Investments in available-for-sale
securities are reported at fair value with unrecognized gains (losses), net of tax, as a component of
accumulated other comprehensive income in the Condensed Consolidated Balance Sheets. The
Company had money market funds of $11.3 million and $10.6 million at March 31, 2012 and March 31,
2011, respectively, included in cash and cash equivalents in the Condensed Consolidated Balance Sheet.
The Company monitors its investments for impairment periodically and records appropriate reductions
in carrying values when the declines are determined to be other-than-temporary.
The following table summarizes the Company’s available-for-sale investments:
March 31, 2012
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Cost
(In thousands)
Short-term investments:
State and municipal obligations . . . . . . .
Corporate notes . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
Certificates of deposit
$14,261
3,037
9,705
Total short-term investments . . . . . . . . . .
$27,003
Long-term investments:
State and municipal obligations . . . . . . .
Corporate notes . . . . . . . . . . . . . . . . . .
Certificates of deposit
. . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . .
$15,992
6,201
8,473
2,758
Total long-term investments . . . . . . . . . . .
$33,424
$18
4
19
$41
$26
11
52
—
$89
$ —
—
—
$ —
$ —
—
—
(16)
$(16)
$14,279
3,041
9,724
$27,044
$16,018
6,212
8,525
2,742
$33,497
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 5—FINANCIAL INSTRUMENTS (Continued)
March 31, 2011
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Cost
(In thousands)
Short-term investments:
State and municipal obligations . . . . . . .
Corporate notes . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
Certificates of deposit
$10,363
10,633
4,960
Total short-term investments . . . . . . . . . .
$25,956
Long-term investments:
State and municipal obligations . . . . . . .
Corporate notes . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
Certificates of deposit
$22,872
2,337
5,680
Total long-term investments . . . . . . . . . . .
$30,889
$30
33
14
$77
$—
—
77
$77
$ —
—
—
$ —
$(16)
(12)
—
$(28)
$10,393
10,666
4,974
$26,033
$22,856
2,325
5,757
$30,938
The Company’s investment portfolio consists of both corporate and governmental securities that
have a maximum maturity of three years. All unrealized losses are due to changes in interest rates and
bond yields. The Company has the ability to realize the full value of all these investments upon
maturity.
At March 31, 2012, the deferred tax liability related to unrecognized gains and losses on short-term
and long-term investments was $26,000. At March 31, 2011, the deferred tax liability related to
unrecognized gains and losses on short-term and long-term investments was $40,000.
As of March 31, 2012, contractual maturities of the Company’s available-for-sale non-equity
investments were as follows:
Maturing within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturing in one to three years . . . . . . . . . . . . . . . . . . . . . . . . .
Maturing in more than three years . . . . . . . . . . . . . . . . . . . . . .
$27,003
33,424
—
$27,044
33,497
—
$60,427
$60,541
Cost
Fair
Value
(In thousands)
NOTE 6—COMMITMENTS AND CONTINGENCIES
Operating leases
The Company leases office space and equipment under noncancelable operating leases with
various expiration dates through August 2013. Rent expense for the years ended March 31, 2012, 2011
and 2010 was $371,000, $420,000 and $613,000, respectively. The terms of the facility leases provide for
rental payments on a graduated scale. The Company recognizes rent expense on a straight-line basis
over the lease period, and has accrued for rent expense incurred but not paid.
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 6—COMMITMENTS AND CONTINGENCIES (Continued)
Future minimum lease payments under noncancelable operating leases with remaining lease terms
in excess of one year at March 31, 2012 are as follows:
Fiscal Year Ending March 31,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating
Leases
(In thousands)
$167
12
—
—
—
—
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$179
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, 2012, 2011 and 2010 was
$61,000, $75,000 and $71,000, 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 did not have 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 were not significant for the years ended March 31, 2012, 2011
or 2010.
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 6—COMMITMENTS AND CONTINGENCIES (Continued)
Legal proceedings
In March 2011, Cypress Semiconductor Corporation, a semiconductor manufacturer, filed a lawsuit
against the Company in the United States District Court for the District of Minnesota alleging that the
Company’s products, including its Sigma DDR and Sigma Quad families of Fast SRAMs, infringe five
patents held by Cypress. The complaint seeks unspecified damages for past infringement and a
permanent injunction against future infringement. On June 10, 2011, Cypress filed a complaint against
the Company with the United States International Trade Commission (the ‘‘ITC’’). The ITC complaint,
as subsequently amended, alleges infringement by the Company of three of the five patents involved in
the District Court case and one additional patent and also alleges infringement by three of our
distributors and 11 of our customers who allegedly incorporate our SRAMs in their products. The ITC
complaint seeks a limited exclusion order excluding the allegedly infringing SRAMs, and products
containing them, from entry into the United States and permanent orders directing the Company and
the other respondents to cease and desist from selling or distributing such products in the United
States. On July 21, 2011, the ITC formally instituted an investigation in response to Cypress’s
complaint. Two of the distributor-respondents and ten of the customer-respondents were subsequently
dismissed from the investigation. The evidentiary hearing took place during the week of March 12,
2012, and the initial determination of the administrative law judge will be issued on or before July 28,
2012. The District Court case has been stayed pending the conclusion of the ITC proceeding. The
Company believes that it has strong defenses against Cypress’s patent infringement claims and intends
to continue to defend itself vigorously in both proceedings. However, the litigation process is inherently
uncertain, and the Company may not prevail. Patent litigation is particularly complex and can extend
for a protracted period of time, which can substantially increase the cost of such litigation. The
Company has not recorded any loss contingency during fiscal 2011 or fiscal 2012 in connection with
these legal proceedings as the Company cannot predict their outcome and cannot estimate the
likelihood or potential dollar amount of any adverse results. However, an unfavorable outcome in this
case could have a material adverse impact on the Company’s financial position, results of operations or
cash flows for the period in which the outcome occurs and in future periods.
NOTE 7—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.
On November 6, 2008, the Company’s Board of Directors authorized the repurchase, at
management’s discretion, of up to $10 million of the Company’s common stock. On January 26, 2012,
the Company’s Board of Directors adopted a new program authorizing the repurchase of up to an
additional $10 million of common stock. Under the expanded 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, 2012, the Company has repurchased a total of 2,820,060 shares at an
average cost of $3.72 per share for a total cost of $10.5 million.
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 8—STOCK-BASED COMPENSATION
The 2000 Stock Option Plan
In February 2001, the Company adopted the 2000 Stock Option Plan (the ‘‘2000 Plan’’). The 2000
Plan provided for the granting of stock options and stock purchase rights to employees, consultants and
directors of the Company. Options granted under the 2000 Plan could be either incentive stock options
(‘‘ISOs’’) or nonstatutory stock options (‘‘NSOs’’). In December 2006, the Company’s board of directors
authorized an additional 500,000 shares of the Company’s common stock to be reserved for issuance
under the 2000 Plan. As of March 31, 2008, the Company had reserved 3,500,000 shares of common
stock for issuance under the 2000 Plan.
Options under the 2000 Plan could be granted for periods of up to ten years. However, in the case
of ISOs granted to an optionee who, at the time the option was granted, owned stock representing
more than 10% of the voting power of all classes of stock of the Company, the maximum term of an
option was five years from the date of grant. The exercise price of an ISO or NSO could not be less
than 100% and 85% of the estimated fair value of the shares as determined by the board of directors
on the date of grant, respectively. However the exercise price of an ISO or NSO granted to a 10% or
greater stockholder could not be less than 110% of the estimated fair value of the shares on the date
of grant.
The 2007 Equity Incentive Plan
In January 2007, the Company’s board of directors approved the 2007 Equity Incentive Plan, (the
‘‘Equity 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 Equity
Plan. This reserve automatically increases 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.
Appropriate adjustments will be made in the number of authorized shares and other numerical limits in
the Equity Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in
the event of a stock split or other change in the Company’s capital structure. Shares subject to awards
which expire or are cancelled or forfeited will again become available for issuance under the Equity
Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy
tax withholding obligations. Only the net number of shares issued upon the exercise of stock
appreciation rights or options exercised by means of a net exercise or by tender of previously owned
shares will be deducted from the shares available under the Equity Plan.
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 Equity
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:
(cid:127) No more than 300,000 shares subject to stock options and stock appreciation rights.
(cid:127) No more than 100,000 shares subject to restricted stock and restricted stock unit awards.
(cid:127) For each full fiscal year of the Company contained in the performance period of the award, no
more than 50,000 shares subject to performance share awards and other stock-based awards or
more than $500,000 subject to performance unit awards and other cash-based awards.
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 8—STOCK-BASED COMPENSATION (Continued)
In addition, to comply with applicable tax rules, the Equity Plan also limits the number of shares that
may be issued upon the exercise of ISOs granted under the Equity Plan to 3,000,000, cumulatively
increased on April 1 of each subsequent year through 2017, by an amount equal to the smallest of
(a) five percent of the number of shares of common stock issued and outstanding on the immediately
preceding March 31, (b) 1,500,000 shares, or (c) a lesser amount determined by the board of directors.
Upon the adoption of the Equity Plan in March 2007, the 2000 Plan was terminated, no further
options were granted under the 2000 Plan, the 535,597 shares that remained reserved for grant under
the 2000 Plan were cancelled, and all subsequent grants of stock options were made pursuant to the
Equity Plan.
Awards may be granted under the Equity 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. 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 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 ISOs only to employees, the Company may grant NSOs, stock appreciation
rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares,
performance units and cash-based awards or other stock-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. Deferred compensation awards may be granted only to
officers, directors and selected members of management or highly compensated 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 Equity 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 2,000 shares. However, the
annual limit may be increased by the following additions: (i) an additional 10,000 shares in the fiscal
year in which the nonemployee director is first appointed or elected to the board, (ii) an additional
2,000 shares in any fiscal year in which the nonemployee director is serving as the chairman or lead
director of the board, (iii) an additional 1,000 shares in any fiscal year for each committee of the board
on which the nonemployee director is then serving other than as chairman of the committee, and
(iv) an additional 2,000 shares in any fiscal year for each committee of the board on which the
nonemployee director is then serving as chairman of the committee.
In the event of a change in control as described in the Equity Plan, the acquiring or successor
entity may assume or continue all or any awards outstanding under the Equity 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 Equity 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
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 8—STOCK-BASED COMPENSATION (Continued)
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 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 which 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
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 8—STOCK-BASED COMPENSATION (Continued)
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.
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:
Number of Shares
Underlying
Options
Outstanding
Weighted
Average
Remaining
Contractual
Life (Years)
Weighted
Average
Exercise
Price
Intrinsic Value
Balance at March 31, 2009 . . . . . . .
Options reserved . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . .
Balance at March 31, 2010 . . . . . . .
Options reserved . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . .
Balance at March 31, 2011 . . . . . . .
Options reserved . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . .
Shares
Available for
Grant
3,023,388
1,335,977
(1,352,338)
—
20,595
3,027,622
1,378,756
(721,273)
—
50,930
3,736,035
1,432,452
(854,423)
—
47,400
4,980,737
—
1,352,338
(816,686)
(112,244)
5,404,145
—
721,273
(983,510)
(76,430)
5,065,478
—
854,423
(225,789)
(67,964)
Balance at March 31, 2012 . . . . . . .
4,361,464
5,626,148
Options vested and exercisable . . . .
Options vested and expected to vest .
3,217,259
5,554,500
4.91
6.31
73
$3.78
—
3.84
1.80
4.26
4.08
—
7.13
4.30
4.50
4.46
—
5.81
4.87
5.53
$4.64
$4.20
$4.63
$1,866,429
3,500,209
403,038
$1,881,949
$2,496,682
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 8—STOCK-BASED COMPENSATION (Continued)
The options outstanding and by exercise price at March 31, 2012 are as follows:
Exercise Price
$2.10 - 2.43 . . . . . . . . . . . . . . . . . . . . . . .
$2.49 - 3.38 . . . . . . . . . . . . . . . . . . . . . . .
$3.43 - 3.76 . . . . . . . . . . . . . . . . . . . . . . .
$3.81 - 3.94 . . . . . . . . . . . . . . . . . . . . . . .
$4.00 . . . . . . . . . . . . . . . . . . . . . . . . . . .
$4.20 - 4.90 . . . . . . . . . . . . . . . . . . . . . . .
$4.92 - 5.40 . . . . . . . . . . . . . . . . . . . . . . .
$5.50 . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5.75 - 6.28 . . . . . . . . . . . . . . . . . . . . . . .
$6.54 - 9.20 . . . . . . . . . . . . . . . . . . . . . . .
Number of
Shares
Underlying
Options
Outstanding
Options Outstanding
Options Exercisable
Weighted Weighted Average
Average
Exercise
Price
Remaining
Contractual Life
(Years)
Number
Vested and
Exercisable
Weighted
Average
Exercise
Price
628,673
563,881
590,467
38,000
789,738
626,475
147,670
883,208
580,083
777,953
5,626,148
$2.20
$3.19
$3.52
$3.87
$4.00
$4.53
$4.96
$5.50
$6.04
$7.21
3.02
6.42
6.09
6.96
6.64
7.02
9.11
4.63
7.63
8.75
6.34
527,171
407,107
308,739
38,000
430,130
333,535
11,000
883,208
164,632
113,737
3,217,259
$2.16
$3.12
$3.57
$3.87
$4.00
$4.32
$5.40
$5.50
$5.77
$7.26
Stock-based compensation
The Company recognized $2,096,000, $1,712,000 and $1,479,000 of stock-based compensation
expense for the years ended March 31, 2012, 2011 and 2010, respectively, as follows:
Year Ended March 31,
2012
2011
2010
Cost of revenues
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . .
(In thousands)
$ 300
834
578
$ 321
1,061
714
$ 291
686
502
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,096
$1,712
$1,479
Stock-based compensation expense in the years ended March 31, 2012, 2011 and 2010 included
$156,000, $146,000 and $71,000, respectively, related to the Company’s Employee Stock Purchase Plan.
The Company recognized related income tax benefits of $210,000, $158,000 and $183,000 in the
years ended March 31, 2012, 2011 and 2010, respectively. Windfall tax benefits realized from exercised
stock options were $75,000, $882,000 and $612,000 during the fiscal years ended March 31, 2012, 2011
and 2010, respectively. Compensation cost capitalized within inventory at March 31, 2012 was
insignificant. As of March 31, 2012, the Company’s total unrecognized compensation cost was $4.0
million, which will be recognized over the weighted average period of 2.00 years. The Company
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 8—STOCK-BASED COMPENSATION (Continued)
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:
Stock Option Plans:
Risk-free interest rate . . . . . . . . . . . . . . . . . .
Expected life (in years) . . . . . . . . . . . . . . . . .
Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . .
Employee Stock Purchase Plan:
Risk-free interest rate . . . . . . . . . . . . . . . . . .
Expected life (in years) . . . . . . . . . . . . . . . . .
Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . .
Year Ended March 31,
2012
2011
2010
0.90 - 1.89% 1.49 - 2.29% 2.23 - 2.47%
5.00
5.00
5.00
50.8 - 53.8% 49.9 - 50.7% 48.1 - 48.6%
—%
—%
—%
0.05 - 0.07% 0.19 - 0.23% 0.17 - 0.29%
0.50
0.50
0.50
43.9 - 52.1% 52.3 - 73.6% 41.4 - 52.3%
—%
—%
—%
The weighted average fair value of options granted during the years ended March 31, 2012, 2011
and 2010 was $2.66, $3.23 and $1.70, respectively.
NOTE 9—SEGMENT AND GEOGRAPHIC INFORMATION
Based on its operating management and financial reporting structure, the Company has
determined that it has one reportable business segment: the design, development and sale of integrated
circuits.
The following is a summary of net revenues by geographic area based on the location to which
product is shipped:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Singapore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rest of the world . . . . . . . . . . . . . . . . . . . . . . . . . . .
All sales are denominated in United States dollars.
Year Ended March 31,
2012
2011
2010
$19,434
17,974
27,048
10,971
7,113
(In thousands)
$28,993
22,114
24,805
12,819
9,032
$20,998
15,373
18,160
7,934
5,093
$82,540
$97,763
$67,558
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 9—SEGMENT AND GEOGRAPHIC INFORMATION (Continued)
The locations and net book value of long-lived assets are as follows:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taiwan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 9,388
3,418
$ 9,046
4,499
$12,806
$13,545
March 31,
2012
2011
(In thousands)
NOTE 10—ACQUISITION
On August 28, 2009, the Company acquired substantially all of the assets related to the SRAM
memory device product line of Sony Corporation and its subsidiaries, including Sony Electronics Inc.
(collectively, ‘‘Sony’’). As part of the transaction, the Company also entered into an Intellectual
Property Agreement with Sony under which it acquired certain patents and license rights to other
intellectual property used in connection with the acquired product line.
The acquisition was undertaken by the Company in order to increase its market share in the
SRAM memory business, expand its relationships with its major customers and expand its product
portfolio. The acquisition resulted in a bargain purchase as Sony had been incurring significant losses
on an annual basis, had a minimal product offering, had only one customer and declining annual
revenues at the time of the acquisition and was therefore motivated to sell the assets of its SRAM
product line.
The acquisition has been accounted for as a purchase under authoritative guidance for business
combinations. The purchase price of the acquisition has been preliminarily allocated to the net tangible
and intangible assets acquired, with the excess of the fair value of assets acquired over the purchase
price recorded as a bargain purchase gain.
The results of operations and estimated fair value of assets acquired and liabilities assumed were
included in the Company’s condensed consolidated financial statements beginning August 29, 2009.
Consideration
The total purchase consideration was approximately $7.1 million in cash, of which approximately
$5.2 million was paid at the closing, $1.2 million was paid in October 2009 following a post-closing
adjustment to reflect actual product inventory on hand at the closing and $727,000 consisted of
contingent consideration that was payable on the basis of sales of certain acquired SRAM products
over an eight quarter period commencing with the September 2009 quarter, the quarter in which the
Company first derived revenue from shipments of such products.
Acquisition-related costs
Acquisition-related costs of approximately $533,000 are included in selling, general and
administrative expenses in the Consolidated Statement of Operations for the year ended March 31,
2010.
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 10—ACQUISITION (Continued)
Purchase price allocation
The allocation of the purchase price to acquired tangible and identifiable intangible assets was
based on their estimated fair values at the date of acquisition.
The fair value allocated to each of the major classes of tangible and identifiable intangible assets
of Sony’s SRAM memory device product line acquired on August 28, 2009 and the bargain purchase
gain recorded under other income (expense), net in the Consolidated Statements of Operations was
computed as follows (in thousands):
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tooling and masks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liability resulting from acquisition . . . . . . . . . . . . . . . . . . . . . .
$3,702
604
2,800
1,390
(483)
Net tangible and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,013
6,914
Gain on bargain purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,099
The deferred tax liability associated with the estimated fair value adjustments of tangible and
intangible assets acquired is recorded at an estimated weighted average statutory tax rate in the
jurisdictions where the fair value adjustments may occur.
Identifiable intangible assets
The following table sets forth the components of the identifiable intangible assets acquired in the
purchase of Sony’s SRAM memory device product line, which are being amortized over their estimated
useful lives, with a maximum amortization period of nine years, on a straight-line basis:
Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Designs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value
Useful Life
(in thousands)
$ 720
590
80
(in years)
9.0
7.0
5.0
Total acquired identifiable intangible assets . . . . . . . . . .
$1,390
In accordance with authoritative guidance for fair value measurements, the Company allocated the
purchase price using established valuation techniques.
Inventories—The value allocated to inventories reflects the estimated fair value of the acquired
inventory based on the expected sales price of the inventory less costs to complete and reasonable
selling margin.
Property, plant and equipment—The basis used for the Company’s analysis was the fair value in
continued use, which is considered to be the price expressed in terms of money which a willing and
informed buyer would pay, contemplating continued use as part of a going concern of the assets in
place for the purpose for which they were designed, engineered, installed, fabricated and erected.
77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 10—ACQUISITION (Continued)
Intangible assets—The fair value of patents and designs were determined using the income
approach, which discounted expected future cash flows to present value. The cash flows were
discounted at a rate of approximately 20%. The fair value of software was determined using the cost
saving approach.
Prior to the closing of the acquisition, there were no material relationships between GSI and Sony
or any related parties or affiliates of Sony.
The following table summarizes total net revenues and net income of the combined entity had the
acquisition of Sony’s SRAM memory device product line occurred on April 1, 2009 (in thousands):
Three Months
Ended
Year Ended
March 31, 2010 March 31, 2010
Total net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$21,244
$ 3,888
$69,330
$ 4,114
The combined results in the table above have been prepared for comparative purposes only and
include acquisition related adjustments for, among other items, amortization of identifiable intangible
assets, conforming depreciation policies of Sony to GSI’s, to reflect the bargain purchase gain and
related tax impact and to reflect the step up in basis of acquired work-in-progress and finished goods
inventories. Since the acquisition date, the results of the former Sony SRAM memory device operations
have been included in the Company’s consolidated financial statements. The combined results do not
purport to be indicative of the results of operations which would have resulted had the acquisition been
effected at the beginning of the applicable periods noted above, or the future results of operations of
the combined entity.
NOTE 11—EMPLOYEE BENEFIT PLAN
The Company provides a defined contribution retirement plan (the ‘‘Retirement Plan’’), which
qualifies under Section 401(k) of the Internal Revenue Code of 1996. 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.
NOTE 12—QUARTERLY FINANCIAL DATA (Unaudited)
Consolidated Statement of Operations Data:
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per common share—Basic . . . . . . . . . . . .
Net income per common share—Diluted . . . . . . . . . . .
Three Months Ended
June 30,
2011
September 30,
2011
December 31, March 31,
2011
2012
(In thousands, except per share amounts)
$23,048
$10,177
$ 3,272
0.11
$
0.11
$
$20,783
$ 9,058
$ 1,664
0.06
$
0.06
$
$19,975
$ 8,767
991
$
0.03
$
0.03
$
$18,734
$ 8,647
829
$
0.03
$
0.03
$
78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
GSI TECHNOLOGY, INC.
NOTE 12—QUARTERLY FINANCIAL DATA (Unaudited) (Continued)
Three Months Ended
June 30,
2010
September 30,
2010
December 31, March 31,
2010
2011
(In thousands, except per share amounts)
Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per common share—Basic . . . . . . . . . . . .
Net income per common share—Diluted . . . . . . . . . . .
$22,918
$10,817
$ 4,379
0.16
$
0.15
$
$26,747
$12,178
$ 5,247
0.19
$
0.18
$
$26,244
$12,123
$ 5,838
0.21
$
0.20
$
$21,854
$ 9,636
$ 3,412
0.12
$
0.11
$
79
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2012, our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has
concluded that our disclosure controls and procedures were effective as of the end of the period
covered by this report for the purpose of ensuring that the information required to be disclosed by us
in this report is made known to them by others on a timely basis, and that the information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, in order to allow timely decisions regarding required disclosure, and that such
information is recorded, processed, summarized, and reported by us within the time periods specified in
the SEC’s rules and instructions for Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the
three months ended March 31, 2012 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not
expect that our disclosure controls and procedures or our internal controls will prevent all errors and
all fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute assurance that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if
any, within GSI Technology, have been detected.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements and can
only provide reasonable assurance with respect to financial statement preparation. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of March 31, 2012.
In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (‘‘COSO’’) in Internal Control—Integrated Framework. Based on our
assessment using those criteria, our management (including our Chief Executive Officer and Chief
Financial Officer) concluded that our internal control over financial reporting was effective as of
March 31, 2012.
Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an
attestation report on our internal control over financial reporting as of March 31, 2012. The report,
which expresses an unqualified opinion on the effectiveness of our internal control over financial
reporting, appears on page 49 of this Annual Report on Form 10-K.
80
Item 9B. Other Information
Not applicable.
PART III
The SEC allows us to include information required in this report by referring to other documents
or reports we have already filed or will soon be filing. This is called ‘‘incorporation by reference.’’ We
intend to file our definitive proxy statement for our 2012 annual meeting of stockholders (the ‘‘Proxy
Statement’’) pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered
by this report, and certain information therein is incorporated in this report by reference.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item with respect to executive officers is set forth in Part I of this
Annual Report on Form 10-K and the remaining information required by this item is incorporated by
reference from the sections entitled ‘‘Election of Directors,’’ ‘‘Section 16(a) Beneficial Ownership
Reporting Compliance,’’ and ‘‘Corporate Governance’’ to be included in the Proxy Statement.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from the section entitled
‘‘Executive Compensation’’ to be included in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this item is incorporated by reference from the section entitled
‘‘Principal Stockholders and Stock Ownership by Management’’ to be included in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from the section entitled
‘‘Related Person Transactions’’ and ‘‘Corporate Governance—Director Independence’’ to be included in
the Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the section entitled
‘‘Ratification of Appointment of Independent Registered Public Accounting Firm’’ to be included in
the Proxy Statement.
81
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Form:
1.
Financial Statements
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
49
50
51
52
53
54
2.
Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts
Schedules not listed above have been omitted because the information required to be set forth
therein is not applicable or is shown in the consolidated financial statements or notes herein.
3. Exhibits:
The following exhibits are filed herewith:
Exhibit
Number
3.1
3.2
10.1
Name of Document
Restated Certificate of Incorporation of Registrant (Incorporated by reference to
Exhibit 3.3 to Registrant’s Registration Statement on Form S-1 (File No. 333-139885) filed
on February 16, 2007)
Bylaws of Registrant (Incorporated by reference to Exhibit 3.4 to Registrant’s Registration
Statement on Form S-1 (File No. 333-139885) filed on February 16, 2007)
Form of Indemnity Agreement between Registrant and Registrant’s directors and officers
(Incorporated by reference to identically-numbered exhibit to Registrant’s Registration
Statement on Form S-1 (File No. 333-139885) filed on January 10, 2007)
10.2(1) 1997 Stock Plan and form of Stock Option Agreement (Incorporated by reference to
identically-numbered exhibit to Registrant’s Registration Statement on Form S-1 (File
No. 333-139885) filed on February 16, 2007)
10.3(1) 2000 Stock Option Plan and form of Stock Option Agreement (Incorporated by reference
to identically-numbered exhibit to Registrant’s Registration Statement on Form S-1 (File
No. 333-139885) filed on February 16, 2007)
10.4(1) 2007 Equity Incentive Plan, as amended (Incorporated by reference to Appendix A to
Registrant’s definitive Proxy Statement filed on July 21,2011)
10.5(1) 2007 Employee Stock Purchase Plan and form of Subscription Agreement (Incorporated
by reference to identically-numbered exhibit to Registrant’s Registration Statement on
Form S-1 (File No. 333-139885) filed on February 16, 2007)
10.6(1) Form of Notice of Grant of Stock Option (U.S. Participant) (Incorporated by reference to
Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on June 4, 2007)
82
Exhibit
Number
Name of Document
10.7(1) Form of Notice of Grant of Stock Option (Non-U.S. Participant) (Incorporated by
reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed on June 4,
2007)
10.8(1) Form of Stock Option Agreement (U.S. Participant) (Incorporated by reference to
Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed on June 4, 2007)
10.9(1) Form of Stock Option Agreement (Non-U.S. Participant) (Incorporated by reference to
Exhibit 99.4 to Registrant’s Current Report on Form 8-K filed on June 4, 2007)
10.10
Intellectual Property Agreement dated August 28, 2009 between GSI Technology, Inc. and
Sony Electronics Inc. (Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly
Report on Form 10-Q filed on November 16, 2009)
10.11(1) GSI Technology, Inc. 2011 Variable Compensation Plan (Incorporated by reference to
Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on April 5, 2010)
10.12(1) GSI Technology, Inc. 2012 Variable Compensation Plan (Incorporated by reference to
Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on May 10, 2011)
10.13
Building Office Lease for No. 1, 6th Floor, 30 Taiyuan Street, Chupei City, Taiwan dated
January 27, 2011 (Incorporated by reference to Exhibit 10.17 to Registrant’s Annual
Report on Form 10-K filed on June 2, 2011)
10.14(2) Master Purchase Agreement dated August 31, 2011 between Registrant and Cisco
Systems, Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report
on Form 10-Q filed on November 4, 2011)
10.15(2) Master Purchase Agreement dated August 31, 2011 between Registrant and Cisco Systems
International B.V. (Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly
Report on Form 10-Q filed on November 4, 2011)
10.16(1) GSI Technology, Inc. 2013 Variable Compensation Plan (Incorporated by reference to
Exhibit 10.1 to Registrant’s Quarterly Report on Form 8-K filed on May 8, 2012)
21.1
23.1
24.1
31.1
31.2
32.1
32.2
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm
Power of Attorney (Incorporated by reference to the signature page of this Annual Report
on Form 10-K)
Certification of Lee-Lean Shu, President and Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Douglas Schirle, Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Lee-Lean Shu, President and Chief Executive Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Douglas Schirle, Chief Financial Officer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
101.INS(3) XBRL Instance Document
101.SCH(3) XBRL Taxonomy Extension Schema Document
101.CAL(3) XBRL Taxonomy Extension Calculation Linkbase Document
83
Exhibit
Number
Name of Document
101.DEF(3) XBRL Taxonomy Extension Definition Linkbase Document
101.LAB(3) XBRL Taxonomy Extension Label Linkbase Document
101.PRE(3) XBRL Taxonomy Extension Presentation Linkbase Document
(1) Compensatory plan or management contract.
(2) This exhibit has been filed separately with the Commission pursuant to an application for
confidential treatment which has been granted by the Commission. The confidential portions of
this exhibit have been omitted and marked by asterisks.
(3) XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities
Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability
under those sections, is not part of any registration statement or prospectus to which it relates and
is not incorporated or deemed to be incorporated by reference into any registration statement,
prospectus or other document.
84
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
June 4, 2012
GSI TECHNOLOGY, INC.
By:
/s/ DOUGLAS M. SCHIRLE
Douglas M. Schirle
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lee-Lean Shu and Robert Yau, jointly and severally, his attorneys-in-
fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to
this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on
Form 10-K has been signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Name
Title
Date
/s/ LEE-LEAN SHU
Lee-Lean Shu
President, Chief Executive Officer and
Chairman (Principal Executive Officer)
June 4, 2012
/s/ DOUGLAS M. SCHIRLE
Douglas M. Schirle
Chief Financial Officer (Principal
Financial and Accounting Officer)
June 4, 2012
/s/ ROBERT YAU
Robert Yau
/s/ RUEY L. LU
Ruey L. Lu
/s/ ARTHUR O. WHIPPLE
Arthur O. Whipple
/s/ HAYDN HSIEH
Haydn Hsieh
Vice President, Engineering, Secretary and
Director
June 4, 2012
Director
Director
Director
85
June 4, 2012
June 4, 2012
June 4, 2012
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
Description
Year ended March 31, 2012
Allowance for sales returns, doubtful
Balance at
Beginning of
Period
Charges to
Cost and
Expenses Deductions
Balance at
End of
Period
(In thousands)
accounts and other . . . . . . . . . . . . . .
$105
$208
$213
$100
Year ended March 31, 2011
Allowance for sales returns, doubtful
accounts and other . . . . . . . . . . . . . .
$101
$ 29
$ 25
$105
Year ended March 31, 2010
Allowance for sales returns, doubtful
accounts and other . . . . . . . . . . . . . .
$123
$ 29
$ 51
$101
86
Board of Directors
Lee-Lean Shu
Chairman of the Board,
President and
Chief Executive Officer
GSI Technology, Inc.
Haydn Hsieh
President and
Chief Executive Officer
Wistron NeWeb Corporation
Ruey L. Lu
President
EMPIA Technology
Arthur O. Whipple
Chief Financial Officer
PLX Technology, Inc.
Robert Yau
Vice President, Engineering
GSI Technology, Inc.
Additional Information
Corporate Officers
Lee-Lean Shu
President and
Chief Executive Officer
David Chapman
Vice President, Marketing
Didier Lasserre
Vice President, Sales
Douglas Schirle
Chief Financial Officer
Robert Yau
Vice President, Engineering
Annual Meeting of Stockholders
The annual meeting of stockholders
will be held on Thursday,
August 23, 2012 at 2:00 p.m. PDT
at the offices of DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, California 94303.
Corporate Offices
GSI Technology, Inc.
1213 Elko Drive
Sunnyvale, California 94089
408-331-8800
http://www.gsitechnology.com
General Counsel
DLA Piper LLP (US)
East Palo Alto, California
Investor Relations
Silverman Heller Associates
Los Angeles, California
310-208-2550
Independent Registered Public
Accounting Firm
PricewaterhouseCoopers LLP
San Jose, California
Transfer Agent and Stock Registrar
Computershare Trust Company, N.A.
P.O. Box 43078 Providence,
Rhode Island 02940-3078
800-962-4284
http://www.computershare.com
Additional copies of our annual report on Form 10-K, as filed with the Securities and Exchange
Commission, can be obtained, free of charge, on our Web site or upon written request by mail or
e-mail to our corporate offices, Attention Investor Relations, at the address indicated above.
Stock Performance Graph
The line graph and table below compares the cumulative total stockholder return on our common
stock with the cumulative total return of the Standard and Poor’s 500 Index and the Philadelphia
Semiconductor Sector Index. The graph and table assume that $100 was invested on March 31, 2007 in
each of our common stock, the Standard and Poor’s 500 Index and the Philadelphia Semiconductor
Sector Index. No cash dividends have been declared on our stock. Stockholder returns over the
indicated period should not be considered indicative of future stockholder returns.
Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
March 2012
200.00
180.00
160.00
140.00
120.00
100.00
80.00
60.00
40.00
20.00
0.00
2007
2008
2009
2010
2011
2012
GSI Technology, Inc.
S&P 500 Index – Total Returns
Philadelphia Semiconductor Index
20JUN201212060044
2010
2009
2007
2008
2011
2012
GSI Technology, Inc.
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S&P 500 Index—Total Returns .
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Philadelphia Semiconductor Sector Index .
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Return %
Cum $
Return %
Cum $
Return %
Cum $
100.00
100.00
100.00
(49.52)
50.48
(5.08)
94.92
(25.38)
74.62
(4.15)
48.38
(38.06)
58.79
(31.64)
51.01
83.46
88.76
49.72
88.03
60.99
82.12
95.06
173.14
15.66
101.81
20.86
99.25
(53.36)
80.76
8.51
110.48
1.62
100.85
www.gsitechnology.com
Corporate Office
1213 Elko Drive
Sunnyvale, CA 94089
408-331-8800