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EX-32.2 - EX-32.2 - SemiLEDs Corpleds-20160531ex322a0b5b4.htm
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EX-31.2 - EX-31.2 - SemiLEDs Corpleds-20160531ex312d2204a.htm
EX-31.1 - EX-31.1 - SemiLEDs Corpleds-20160531ex3110eef2d.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2016

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to          

 

Commission File Number: 001-34992

 

SemiLEDs Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-2735523

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification Number)

 

 

 

3F, No. 11 Ke Jung Rd., Chu-Nan Site,

 

 

Hsinchu Science Park, Chu-Nan 350,

 

 

Miao-Li County, Taiwan, R.O.C.

 

350

(Address of principal executive offices)

 

(Zip Code)

 

+886-37-586788

(Registrant’s telephone number, including area code)

 

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   No 

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   No 

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer 

 

Accelerated filer 

 

 

 

Non-accelerated filer 

 

Smaller reporting company 

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,940,290 shares of common stock, par value $0.0000056 per share, outstanding as of July 7, 2016.

 

 

 

 


 

SEMILEDS CORPORATION

FORM 10-Q for the Quarter Ended May 31, 2016

 

INDEX

 

 

 

Page No.

 

 

 

Part I. Financial Information 

 

 

 

 

Item 1. 

Financial Statements

 

Unaudited Condensed Consolidated Balance Sheets as of May 31, 2016 and August 31, 2015

 

Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended May 31, 2016 and 2015

 

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended May 31, 2016 and 2015

 

Unaudited Condensed Consolidated Statement of Changes in Equity for the nine months ended May 31, 2016

 

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2016 and 2015

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16 

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

34 

 

 

 

Item 4. 

Controls and Procedures

34 

 

 

 

Part II. Other Information 

 

 

 

 

Item 1. 

Legal Proceedings

35 

 

 

 

Item 1A. 

Risk Factors

35 

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

37 

 

 

 

Item 3. 

Defaults Upon Senior Securities

38 

 

 

 

Item 4. 

Mine Safety Disclosures

38 

 

 

 

Item 5. 

Other Information

38 

 

 

 

Item 6. 

Exhibits

38 

 

 

 

Signatures 

39 

 

 

 

Index to Exhibits 

40 

 

 

 

 

 


 

PART I — FINANCIAL INFORMATION

 

Item 1.Financial Statements

 

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars and shares, except par value)

 

 

 

 

 

 

 

 

 

 

    

May 31,

    

August 31,

 

 

    

2016

    

2015

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,530

 

$

4,808

 

Accounts receivable (including related parties), net of allowance for doubtful accounts of $569 and $586 as of May 31, 2016 and August 31, 2015, respectively

 

 

1,099

 

 

2,049

 

Inventories

 

 

4,398

 

 

5,924

 

Prepaid expenses and other current assets

 

 

840

 

 

891

 

Total current assets

 

 

9,867

 

 

13,672

 

Property, plant and equipment, net

 

 

17,007

 

 

20,779

 

Intangible assets, net

 

 

1,246

 

 

1,353

 

Goodwill

 

 

54

 

 

54

 

Investments in unconsolidated entities

 

 

1,930

 

 

2,014

 

Other assets

 

 

601

 

 

648

 

TOTAL ASSETS

 

$

30,705

 

$

38,520

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Current installments of long-term debt

 

$

342

 

$

1,068

 

Accounts payable

 

 

1,701

 

 

1,650

 

Accrued expenses and other current liabilities

 

 

2,618

 

 

3,597

 

Total current liabilities

 

 

4,661

 

 

6,315

 

Long-term debt, excluding current installments

 

 

2,602

 

 

2,839

 

Other liability

 

 

3,011

 

 

 —

 

Total liabilities

 

 

10,274

 

 

9,154

 

Commitments and contingencies (Note5)

 

 

 

 

 

 

 

EQUITY:

 

 

 

 

 

 

 

SemiLEDs stockholders’ equity

 

 

 

 

 

 

 

Common stock, $0.0000056 par value—75,000 shares authorized; 2,940 shares and 2,905 shares issued and outstanding as of May 31, 2016 and August 31, 2015, respectively

 

 

 —

 

 

 —

 

Additional paid-in capital

 

 

172,416

 

 

172,117

 

Accumulated other comprehensive income

 

 

2,972

 

 

3,083

 

Accumulated deficit

 

 

(155,008)

 

 

(145,904)

 

Total SemiLEDs stockholders’ equity

 

 

20,380

 

 

29,296

 

Noncontrolling interests

 

 

51

 

 

70

 

Total equity

 

 

20,431

 

 

29,366

 

TOTAL LIABILITIES AND EQUITY

 

$

30,705

 

$

38,520

 

 

See notes to unaudited condensed consolidated financial statements.

 

1


 

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(In thousands of U.S. dollars and shares, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended May 31,

    

Nine Months Ended May 31,

 

 

    

2016

    

2015

    

2016

    

2015

 

Revenues, net

 

$

2,378

 

$

3,508

 

$

8,257

 

$

11,002

 

Cost of revenues

 

 

3,828

 

 

4,367

 

 

11,946

 

 

14,055

 

Gross loss

 

 

(1,450)

 

 

(859)

 

 

(3,689)

 

 

(3,053)

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

394

 

 

594

 

 

1,617

 

 

1,954

 

Selling, general and administrative

 

 

1,267

 

 

1,621

 

 

3,557

 

 

5,648

 

Employee termination benefits

 

 

59

 

 

 —

 

 

207

 

 

 —

 

Gain on disposals of long-lived assets, net

 

 

(29)

 

 

 —

 

 

(27)

 

 

(287)

 

Total operating expenses

 

 

1,691

 

 

2,215

 

 

5,354

 

 

7,315

 

Loss from operations

 

 

(3,141)

 

 

(3,074)

 

 

(9,043)

 

 

(10,368)

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in gain (loss) from unconsolidated entities

 

 

(79)

 

 

40

 

 

(79)

 

 

(16)

 

Interest expenses, net

 

 

(13)

 

 

(26)

 

 

(42)

 

 

(74)

 

Other income, net

 

 

48

 

 

29

 

 

101

 

 

88

 

Foreign currency transaction gain (loss), net

 

 

(78)

 

 

(15)

 

 

(60)

 

 

49

 

Total other income (expenses), net

 

 

(122)

 

 

28

 

 

(80)

 

 

47

 

Loss before income taxes

 

 

(3,263)

 

 

(3,046)

 

 

(9,123)

 

 

(10,321)

 

Income tax expense

 

 

 —

 

 

 —

 

 

 —

 

 

1

 

Net loss

 

 

(3,263)

 

 

(3,046)

 

 

(9,123)

 

 

(10,322)

 

Less: Net loss attributable to noncontrolling interests

 

 

(10)

 

 

(5)

 

 

(19)

 

 

(48)

 

Net loss attributable to SemiLEDs stockholders

 

$

(3,253)

 

$

(3,041)

 

$

(9,104)

 

$

(10,274)

 

Net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(1.11)

 

$

(1.10)

 

$

(3.12)

 

$

(3.60)

 

Shares used in computing net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

2,932

 

 

2,856

 

 

2,916

 

 

2,859

 

 

See notes to unaudited condensed consolidated financial statements.

 

2


 

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(In thousands of U.S. dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended May 31,

 

Nine Months Ended May 31,

 

 

    

2016

    

2015

    

2016

    

2015

 

Net loss

 

$

(3,263)

 

$

(3,046)

 

$

(9,123)

 

$

(10,322)

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of tax of $0 for all periods presented

 

 

374

 

 

642

 

 

(111)

 

 

(1,003)

 

Comprehensive loss

 

$

(2,889)

 

$

(2,404)

 

$

(9,234)

 

$

(11,325)

 

Comprehensive loss attributable to noncontrolling interests

 

$

(12)

 

$

(7)

 

$

(19)

 

$

(48)

 

Comprehensive loss attributable to SemiLEDs stockholders

 

$

(2,877)

 

$

(2,397)

 

$

(9,215)

 

$

(11,277)

 

 

See notes to unaudited condensed consolidated financial statements.

 

3


 

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statement of Changes in Equity

(In thousands of U.S. dollars and shares)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

 

    

 

    

 

 

    

Accumulated

    

    

 

    

Total

    

 

 

    

    

 

 

 

 

 

 

 

 

 

Additional

 

Other

 

 

 

 

SemiLEDs

 

Non-

 

 

 

 

 

 

Common Stock

 

Paid-in

 

Comprehensive

 

Accumulated

 

Stockholders’

 

Controlling

 

Total

 

 

    

Shares

    

Amount

    

Capital

    

Income (loss)

    

Deficit

    

Equity

    

Interests

    

Equity

 

BALANCE—September 1, 2015

 

2,905

 

$

 —

 

$

172,117

 

$

3,083

 

$

(145,904)

 

$

29,296

 

$

70

 

$

29,366

 

Issuance of common stock under equity incentive plans

 

35

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Stock-based compensation

 

 —

 

 

 —

 

 

299

 

 

 —

 

 

 —

 

 

299

 

 

 —

 

 

299

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 —

 

 

 —

 

 

 —

 

 

(111)

 

 

 —

 

 

(111)

 

 

 —

 

 

(111)

 

Net loss

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(9,104)

 

 

(9,104)

 

 

(19)

 

 

(9,123)

 

BALANCE—May 31, 2016

 

2,940

 

$

 —

 

$

172,416

 

$

2,972

 

$

(155,008)

 

$

20,380

 

$

51

 

$

20,431

 

 

See notes to unaudited condensed consolidated financial statements.

 

4


 

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)

 

 

 

 

 

 

 

 

 

 

    

Nine Months Ended May 31,

 

 

   

2016

   

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

$

(9,123)

 

$

(10,322)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

4,049

 

 

3,839

 

Stock-based compensation expense

 

 

299

 

 

1,092

 

Provisions for inventory write-downs

 

 

1,206

 

 

1,161

 

Equity in losses from unconsolidated entities

 

 

79

 

 

16

 

Gain on disposals of long-lived assets, net

 

 

(27)

 

 

(287)

 

Changes in :

 

 

 

 

 

 

 

Accounts receivable, net

 

 

935

 

 

(88)

 

Inventories

 

 

281

 

 

1,273

 

Prepaid expenses and other

 

 

83

 

 

429

 

Accounts payable

 

 

224

 

 

(889)

 

Accrued expenses and other current liabilities

 

 

(915)

 

 

(152)

 

Net cash used in operating activities

 

 

(2,909)

 

 

(3,928)

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(667)

 

 

(1,299)

 

Proceeds from sales of property, plant and equipment

 

 

355

 

 

 —

 

Payments for development of intangible assets

 

 

(47)

 

 

(37)

 

Decrease in restricted cash

 

 

 —

 

 

351

 

Other investing activities

 

 

(16)

 

 

28

 

Net cash used in investing activities

 

 

(375)

 

 

(957)

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Payments of long-term debt

 

 

(945)

 

 

(1,453)

 

Other financing activities

 

 

3,000

 

 

 —

 

Net cash provided by (used in) financing activities

 

 

2,055

 

 

(1,453)

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(49)

 

 

(295)

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(1,278)

 

 

(6,633)

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

 

4,808

 

 

12,649

 

CASH AND CASH EQUIVALENTS—End of period

 

$

3,530

 

$

6,016

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Accrual related to property, plant and equipment

 

$

351

 

$

842

 

Proceeds from sale of property, plant and equipment included in other current liabilities

 

$

 —

 

$

884

 

 

 

See notes to unaudited condensed consolidated financial statements.

5


 

SEMILEDS CORPORATION AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

 

1. Business

 

SemiLEDs Corporation (“SemiLEDs” or the “parent company”) was incorporated in Delaware on January 4, 2005 and is a holding company for various wholly and majority owned subsidiaries. SemiLEDs and its subsidiaries (collectively, the “Company”) develop, manufacture and sell high performance light emitting diodes (“LEDs”). The Company’s core products are LED chips and LED components, as well as lighting products. LED components have become the most important part of the Company’s business. A portion of the Company’s business consists of the sale of contract manufactured LED products. The Company’s customers are concentrated in a few select markets, including Taiwan, the United States and China.

 

As of May 31, 2016, SemiLEDs had six wholly owned subsidiaries and a 93% equity interest in Ning Xiang Technology Co., Ltd. (“Ning Xiang”), a company engaged in the design, manufacture and sale of lighting fixtures and systems. The most significant of these consolidated subsidiaries is SemiLEDs Optoelectronics Co., Ltd. (“Taiwan SemiLEDs”) located in Hsinchu, Taiwan where a  substantial portion of research, development, manufacturing, marketing and sales activities currently takes place and where a  substantial portion of the assets is held and located. Taiwan SemiLEDs owns a 100% equity interest in Taiwan Bandaoti Zhaoming Co., Ltd., formerly known as Silicon Base Development, Inc., which is engaged in the research, development, manufacture, marketing and sale of LED components.

 

SemiLEDs’ common stock began trading on the NASDAQ Global Select Market under the symbol “LEDS” on December 8, 2010 and was transferred to the NASDAQ Capital Market effective November 5, 2015 where it continues to trade under the same symbol.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation—The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable provisions of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on December 15, 2015. The unaudited condensed consolidated balance sheet as of August 31, 2015 included herein was derived from the audited consolidated financial statements as of that date.

 

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s consolidated balance sheet as of May 31, 2016, the statements of operations and comprehensive loss for the three and nine months ended May 31, 2016 and 2015, the statement of changes in equity for the nine months ended May 31, 2016, and the statements of cash flows for the nine months ended May 31, 2016 and 2015. The results for the three or nine months ended May 31, 2016 are not necessarily indicative of the results to be expected for the year ending August 31, 2016.

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

 

The Company has suffered losses from operations of $13.3 million and $24.8 million, gross losses on product sales of $4.1 million and $11.3 million, and net cash used in operating activities of $4.5 million and $15.7 million for the years ended August 31, 2015 and 2014, respectively. Loss from operations for the three and nine months ended May 31,

6


 

2016 were $3.1 million and $9.0 million, respectively. Gross loss on product sales for the three and nine months ended May 31, 2016 were $1.5 million and $3.7 million, respectively. Further, at May 31, 2016, the Company’s cash and cash equivalents was down to $3.5 million. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern. However, management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. 

 

·

Raising approximately $4.5 million of cash through the private placement of additional common shares and debt of the Company to an investor (See Note 11).

 

·

Entering into an agreement in December 2015 with a strategic partner for the potential sale of the headquarters building located at Miao-Li, Taiwan. The total cash consideration for the potential sale is $5.2 million to be paid in three installments, of which the initial installment of $3 million was received on December 14, 2015. The sale is expected to close on December 31, 2017. This agreement has been accounted for as a secured financing arrangement as the Company retains the title, rights and benefits of ownership of the building. Consequently, the building has not been de-recognized as an asset from the Company’s consolidated balance sheet and a repayment obligation was recorded in other liability (long-term) when the cash was received.

 

·

Suppressing gross loss from chip sales by moving toward a fabless business model through an agreement with an ODM partner entered into on December 31, 2015. The Company is restructuring the chips manufacturing operation. The Company is exploring the opportunities to consign or sell certain equipment to the ODM partner. Part of its employees related to the Company’s chips manufacturing has transferred to the ODM partner. The Company also implemented certain workforce reductions with respect to its chips manufacturing operation. Following the restructuring, the Company expects to reduce payroll, minimize research and development activities associated with chips manufacturing operation and reduce idle capacity charges. This partnership should help the Company obtain a steady source of LED chips with competitive and favorable price for its packaging business, expand the production capacity for LED components, and strengthen its product portfolio and technology.

 

·

Increasing sales of Automotive Projects in both China and India by cultivating relationships with automotive lighting developers that are outside the Company’s historical distribution channels. Maintaining the number of display models at automotive lighting facilities in order to provide dealers, communities and consumers with examples of newly designed product.

 

·

Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. In the second quarter of fiscal 2016, the Company’s module product has moved from sampling stage to mass production and begun shipment to customers. Steadily growth of the module product and the continued commercial sales of its UV LED product are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focused on product enhancement and developing its LED product into many other applications or devices.

 

·

Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, may possibly decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility. 

 

·

Raising additional cash through further equity offerings, sales of assets and/or issuance of debt as considered necessary and looking at other potential business opportunities.

 

While the Company’s management believes that the measures described in the above liquidity plan should be adequate to satisfy its liquidity requirements for the twelve months ending May 31, 2017, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments

7


 

related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

 

Principles of Consolidation—The unaudited interim condensed consolidated financial statements include the accounts of SemiLEDs and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated during consolidation.

 

Use of Estimates—The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. 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 unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the collectibility of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock-based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets, goodwill and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates.

 

On December 10, 2015, the Company entered into a Building Purchase Agreement to sell its headquarter building at a sales price of $5.2 million. The sale is scheduled to close on December 31, 2017. As a result, the Company changed its estimates of the useful live and the salvage value of the building to better reflect the estimated periods during which the building will remain in service and the sales price. The effect of this change in estimate was to increase depreciation expense and to net loss by $77 thousand, and increase negative basic and diluted earnings per share by $0.03 for the period ended May 31, 2016.

 

Certain Significant Risks and Uncertainties—The Company is subject to certain risks and uncertainties that could have a material and adverse effect on the Company’s future financial position or results of operations, which risks and uncertainties include, among others: it has incurred significant losses over the past few years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future.

 

Concentration of Supply Risk—Some of the components and technologies used in the Company’s products are purchased and licensed from a limited number of sources and some of the Company’s products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company’s products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products or satisfy customers’ orders, which could adversely affect the Company’s business, financial position, results of operations and cash flows.

 

Concentration of Credit Risk—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable.

 

The Company keeps its cash and cash equivalents in demand deposits with prominent banks of high credit quality and invests only in money market funds. Deposits held with banks may exceed the amount of insurance provided on such

8


 

deposits. As of May 31, 2016 and August 31, 2015, cash and cash equivalents of the Company consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

May 31,

 

August 31,

 

Cash and Cash Equivalents  by Location

    

2016

    

2015

 

United States;

 

 

 

 

 

 

 

Denominated in U.S. dollars

 

$

257

 

$

887

 

Taiwan;

 

 

 

 

 

 

 

Denominated in U.S. dollars

 

 

1,377

 

 

1,716

 

Denominated in New Taiwan dollars

 

 

1,078

 

 

1,067

 

Denominated in other currencies

 

 

474

 

 

344

 

China (including Hong Kong);

 

 

 

 

 

 

 

Denominated in U.S. dollars

 

 

7

 

 

262

 

Denominated in Renminbi

 

 

336

 

 

531

 

Denominated in H.K. dollars

 

 

1

 

 

1

 

Total cash and cash equivalents

 

$

3,530

 

$

4,808

 

 

The Company’s revenues are substantially derived from the sales of LED products. A significant portion of the Company’s revenues are derived from a limited number of customers and sales are concentrated in a few select markets. Management performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. Management evaluates the need to establish an allowance for doubtful accounts for estimated potential credit losses at each reporting period. The allowance for doubtful accounts is based on the management’s assessment of the collectibility of its customer accounts. Management regularly reviews the allowance by considering certain factors, such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

 

Net revenues generated from sales to the top ten customers represented 62% and 60% of the Company’s total net revenues for the three and nine months ended May 31, 2016, respectively, and 60% and 61% of the Company’s net revenues for the three and nine months ended May 31, 2015, respectively.

 

The Company’s revenues have been concentrated in a few select markets, including Taiwan, the United States, and China (including Hong Kong). Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 81%  and 80% of the Company’s net revenues for the three and nine months ended May 31, 2016, respectively, and 53% and 70% of the Company’s net revenues for the three and nine months ended May 31, 2015, respectively.

 

Noncontrolling Interests—Noncontrolling interests are classified in the consolidated statements of operations as part of consolidated net income (loss) and the accumulated amount of noncontrolling interests in the consolidated balance sheets as part of equity. Changes in ownership interest in a consolidated subsidiary that do not result in a loss of control are accounted for as an equity transaction. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings.

 

Recent Accounting Pronouncements

 

In March 2016, FASB issued ASU No. 2016-09 (“ASU 2016-09”), Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting which modifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This standard will be effective for the Company on September 1, 2017. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases, which is intended to improve financial reporting on leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more

9


 

than 12 months. This standard will be effective for the Company on September 1, 2019. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

 

In August 2014, the FASB issued ASU No. 2014-15 “Presentation of Financial Statements— Going Concern (Subtopic 205-40) (Topic 718): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The Update provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This Update is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The Update is effective for the Company on September 1, 2017 and management has elected not to early adopt it. When the Update is effective, it could have a material effect on management’s assessment of the Company’s ability to continue as a going concern.

 

In June 2014, the FASB issued ASU No. 2014-12 “Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The Update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The new standard is effective for the Company on September 1, 2016. Management expects the adoption of the ASU will not have a material effect on the accompanying financial statements.

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14 deferring the effective date of ASU 2014-09 to periods beginning on or after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016, and interim periods within that year. With the deferral, the Company expects the new standard will be effective for the Company on September 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. Management is evaluating the effect that ASU 2014-09 will have on the Company’s consolidated financial statements and related disclosures. Management has not yet selected a transition method nor has it determined the effect of the standard on the Company’s ongoing financial reporting.

 

 

3. Balance Sheet Components

 

Inventories

 

Inventories as of May 31, 2016 and August 31, 2015 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

May 31,

 

August 31,

 

 

    

2016

    

2015

 

Raw materials

 

$

1,621

 

$

1,857

 

Work in process

 

 

628

 

 

793

 

Finished goods

 

 

2,149

 

 

3,274

 

Total

 

$

4,398

 

$

5,924

 

 

Inventory write-downs to estimated net realizable values were $1,206 thousand and $1,161 thousand for the nine months ended May 31, 2016 and 2015, respectively.

 

10


 

Property, Plant and Equipment

 

Property, plant and equipment as of May 31, 2016 and August 31, 2015 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

May 31,

 

August 31,

 

 

    

2016

    

2015

 

Buildings and improvements

 

$

14,534

 

$

13,883

 

Machinery and equipment

 

 

56,624

 

 

58,075

 

Leasehold improvements

 

 

482

 

 

474

 

Other equipment

 

 

3,722

 

 

3,732

 

Construction in progress

 

 

974

 

 

1,418

 

Total property, plant and equipment

 

 

76,336

 

 

77,582

 

Less: Accumulated depreciation, amortization and impairment

 

 

(59,329)

 

 

(56,803)

 

Property, plant and equipment, net

 

$

17,007

 

$

20,779

 

 

Intangible Assets

 

Intangible assets as of May 31, 2016 and August 31, 2015 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2016

 

 

    

Weighted

    

 

 

    

Accumulated

    

 

 

 

 

 

Average

 

Gross

 

Amortization

 

Net

 

 

 

Amortization

 

Carrying

 

and

 

Carrying

 

 

    

Period (Years)

    

Amount

    

Impairment

    

Amount

 

Patents and trademarks

 

15

 

$

1,432

 

$

405

 

$

1,027

 

Acquired technology

 

5

 

 

659

 

 

440

 

 

219

 

Total

 

 

 

$

2,091

 

$

845

 

$

1,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 31, 2015

 

 

    

Weighted

    

 

    

Accumulated

    

 

 

 

 

Average

 

Gross

 

Amortization

 

Net

 

 

 

Amortization

 

Carrying

 

and

 

Carrying

 

 

    

Period (Years)

    

Amount

    

Impairment

    

Amount

 

Patents and trademarks

 

14

 

$

1,390

 

$

333

 

$

1,057

 

Acquired technology

 

5

 

 

662

 

 

366

 

 

296

 

Total

 

 

 

$

2,052

 

$

699

 

$

1,353

 

 

 

4. Investments in Unconsolidated Entities

 

The Company’s ownership interest and carrying amounts of investments in unconsolidated entities as of May 31, 2016 and August 31, 2015 consisted of the following (in thousands, except percentages):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 31, 2016

 

August 31, 2015

 

 

    

Percentage

    

 

 

    

Percentage

    

 

 

 

 

 

Ownership

 

Amount

 

Ownership

 

Amount

 

Equity method investments:

 

 

 

 

 

 

 

 

 

 

 

SILQ (Malaysia) Sdn. Bhd. (“SILQ”)

 

33

%  

$

49

 

33

%  

$

129

 

Xurui Guangdian Co., Ltd. (“China SemiLEDs”)

 

49

%  

 

 —

 

49

%  

 

 —

 

Cost method investments

 

Various

 

 

1,881

 

Various

 

 

1,885

 

Total investments in unconsolidated entities

 

 

 

$

1,930

 

 

 

$

2,014

 

 

There were no dividends received from unconsolidated entities through May 31, 2016.

 

11


 

Equity Method Investments

 

The Company and the other investor in SILQ, a joint venture in Malaysia which was engaged in the design, manufacture and sale of lighting fixtures and systems, each owned a 50% equity interest in SILQ in 2009. In January 2014, the Company participated in SILQ’s capital increase and contributed $76 thousand. Following the capital increase, the Company’s equity interest in SILQ was diluted from 50% to 49%, and consequently, the Company recognized a gain on dilution of its investment of $26 thousand. The dilution gain was recognized as additional paid in capital in the consolidated statement of changes in equity. In April 2014, the Company sold part of its equity interest in SILQ to the other investor for a cash consideration of $114 thousand and recognized a gain on sale of investment of $37 thousand. The gain was reported in the consolidated statements of operations in equity in losses from unconsolidated entities. Upon consummation of the sale, the Company’s equity interest in SILQ was reduced from 49% to 33%. The Company subsequently invested $130 thousand in SILQ’s capital increase in April 2014 and its equity interest remains unchanged. SILQ applied for dissolution in May 2016 and was in the process of being dissolved as of May 31, 2016. The carrying amount of the Company's investment in SILQ was reduced to its proportionate share of the net realizable value reported by SILQ.

 

The Company still owns a 49% equity interest in China SemiLEDs. However, this investment has a carrying amount of zero as a result of a previously recognized impairment.

 

Cost Method Investments

 

The fair values of the Company’s cost method investments are not readily available. All cost method investments are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable.

 

5. Commitments and Contingencies

 

Operating Lease Agreements—The Company has several operating leases with unrelated parties, primarily for land, plant and office spaces in Taiwan, which are including cancellable and noncancellable and which expire at various dates between June 2017 and December 2020. Lease expense related to these noncancellable operating leases was $109 thousand and $346 thousand for the three and nine months ended May 31, 2016, respectively, and $130 thousand and $438 thousand for the three and nine months ended May 31, 2015, respectively. Lease expense is recognized on a straight-line basis over the term of the lease.   

 

The aggregate future noncancellable minimum rental payments for the Company’s operating leases as of May 31, 2016 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

    

Operating

 

Years Ending August 31,

 

Leases

 

Remainder of 2016

 

$

115

 

2017

 

 

476

 

2018

 

 

317

 

2019

 

 

117

 

2020

 

 

99

 

Thereafter

 

 

33

 

Total

 

$

1,157

 

 

Purchase Obligations—The Company had purchase commitments for inventory, property, plant and equipment in the amount of $1.6 million and $2.6 million as of May 31, 2016 and August 31, 2015, respectively. 

 

Litigation—The Company is directly or indirectly involved from time to time in various claims or legal proceedings arising in the ordinary course of business. The Company recognizes a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in assessing both the likelihood of an unfavorable outcome and whether the amount of loss, if any, can be reasonably estimated.    

 

12


 

Common stock purchase agreement—The Company entered into a definitive common stock purchase agreement effective December 18, 2014 (the “Agreement”) with Mr. Xiaoqing Han, the Chairman and CEO of Beijing Xiaoqing Environmental Protection Group. The transaction has not closed due to Mr. Han’s difficulty in transferring funds from China. To date, the Company has only received approximately $261 thousand of the $5 million purchase price. Pursuant to the terms of the Agreement, if Mr. Han did not purchase the shares before February 25, 2015, then he is required, upon written request by the Company, to pay the Company $3 million in liquidated damages plus the legal fees incurred by the Company relating to the sale. On June 29, 2015, the Company provided written notice to Mr. Han informing him that he is in breach of the Agreement for failure to provide full payment before February 25, 2015 and demanding that he remit the balance of the purchase price by July 16, 2015 or, alternatively, the $3 million in liquidated damages. On July 6, 2015, Mr. Han replied in a letter that he acknowledged receipt of the payment demand notice and the balance he owed under the Agreement. He also expressed his intent to continue with the terms and conditions in the Agreement. However, he was unable to transfer personal investment funds out of China. He requested an extension of time to complete the purchase. The Company’s Board rejected his request of granting him more time to execute the Agreement and filed a complaint for breach of contract in the Delaware Court of Chancery in April 2016. Mr. Han filed an answer and counterclaim seeking rescission of the Agreement and a return of his $261 thousand payment. If the Company receives a judgment, there can be no assurance when the Company can collect any judgment for liquidated damages. This gain contingency has not been recognized in these consolidated financial statements, and the amount liquidation damages collected, if any, will be recognized when received.

 

6.  Common Stock

 

Reverse Stock SplitOn April 15, 2016, the Company amended its certificate of incorporation to effect a one-for-ten (1:10) reverse stock split.  This reverse stock split became effective as of the close of business on April 15, 2016. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of outstanding shares of common stock by the ratio. Accordingly, the outstanding shares, stock options disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split.

 

7. Stock-based Compensation

 

The Company currently has one equity incentive plan (the “2010 Plan”), which provides for awards in the form of restricted shares, stock units, stock options or stock appreciation rights to the Company’s employees, officers, directors and consultants. In April 2014, SemiLEDs’ stockholders approved an amendment to the 2010 Plan that increased the number of shares authorized for issuance under the plan by an additional 2,500 thousand shares. Prior to SemiLEDs’ initial public offering, the Company had another stock-based compensation plan (the “2005 Plan”), but awards are made from the 2010 Plan after the initial public offering. Options outstanding under the 2005 Plan continue to be governed by its existing terms.

 

A total of 6,349 thousand shares was reserved for issuance under the 2005 Plan and 2010 Plan as of both May 31, 2016 and 2015. As of May 31, 2016 and 2015, there were 3,836 thousand and 3,886 thousand shares of common stock available for future issuance under the equity incentive plans.

 

In April 2016, SemiLEDs granted 8 thousand restricted stock units to its directors that vest 100% on the earlier of April 12, 2017 and the date of the next annual meeting. The grant-date fair value of the restricted stock units was $3.4 per unit.

 

During fiscal 2015, SemiLEDs granted 10 thousand restricted stock units to the Company’s executives and employees. These stock units vest over four years at a rate of 25% on each anniversary of the vesting start date. The grant-date fair value of stock units was equal to the closing price of the common stock on the date of grant. In addition, in May 2015, SemiLEDs granted 5  thousand restricted stock units to its directors that vested 100% on April 12, 2016. The grant-date fair value of the restricted stock units was $8.20 per unit. Each restricted stock unit represents the contingent right to one share of SemiLEDs’ common stock.

 

13


 

The grant date fair value of stock options is determined using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs including the market price of SemiLEDs’ common stock on the date of grant, the term that the stock options are expected to be outstanding, the implied stock volatilities of several of the Company’s publicly-traded peers over the expected term of stock options, risk-free interest rate and expected dividend. Each of these inputs is subjective and generally requires significant judgment to determine. The grant date fair value of stock units is based upon the market price of SemiLEDs’ common stock on the date of the grant. This fair value is amortized to compensation expense over the vesting term.

 

Stock-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. A forfeiture rate of zero is estimated for stock-based awards with vesting term that is less than or equal to one year from the date of grant.

 

A summary of the stock-based compensation expense for the three and nine months ended May 31, 2016 and 2015 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31,

 

Nine Months Ended May 31,

 

 

    

2016

    

2015

    

2016

    

2015

 

Cost of revenues

 

$

20

 

$

49

 

$

74

 

$

264

 

Research and development

 

 

7

 

 

22

 

 

37

 

 

133

 

Selling, general and administrative

 

 

72

 

 

196

 

 

188

 

 

695

 

 

 

$

99

 

$

267

 

$

299

 

$

1,092

 

 

 

 

 

8. Net Loss Per Share of Common Stock

 

The following stock-based compensation plan awards were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive (in thousands of shares):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31,

 

Nine Months Ended May 31,

 

 

    

2016

    

2015

    

2016

    

2015

 

Stock units and stock options to purchase common stock

 

12

 

23

 

31

 

53

 

 

 

 

9. Income Taxes

 

The Company’s loss before income taxes for the three and nine months ended May 31, 2016 and 2015 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended May 31,

 

Nine Months Ended May 31,

 

 

    

2016

    

2015

    

2016

    

2015

 

U.S. operations

 

$

(271)

 

$

(203)

 

$

(518)

 

$

(706)

 

Foreign operations

 

 

(2,992)

 

 

(2,843)

 

 

(8,605)

 

 

(9,615)

 

Loss before income taxes

 

$

(3,263)

 

$

(3,046)

 

$

(9,123)

 

$

(10,321)

 

 

Unrecognized Tax Benefits

 

As of both May 31, 2016 and August 31, 2015, the Company had no unrecognized tax benefits related to tax positions taken in prior periods. The Company files income tax returns in the United States, various U.S. states and certain foreign jurisdictions. The tax years 2005 through 2015 remain open in most jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or foreign jurisdictions.

 

14


 

10. Employee Termination Benefits

 

In December 2015, the Company announced a restructuring plan with respect to its chips manufacturing operation in order to better align its fabless business model. Under the restructuring plan, the Company implemented certain workforce reductions with respect to its chips manufacturing operation. In the second quarter of 2016, part of its employees related to the Company’s chips manufacturing transferred to their ODM partner. The Company also reduced the workforce at chips manufacturing operations that are no longer required to support production and operations. Accordingly, employee termination benefits of $59 thousand for 27 employees, or approximately 11 percent of the workforce, and $207 thousand for 66 employees, or approximately 23 percent of the workforce, were recognized for the three and nine months ended May 31, 2016.

 

11. Subsequent Events

 

On July 6, 2016, the Company entered into a purchase agreement with Dr. Peter Chiou (the “Investor”) to purchase 577,000 newly issued shares of the Company’s common stock at $5.00 per share. This represents approximately 19.6% of the outstanding shares of the Company. The Investor has also agreed to purchase a $1,615,000 SemiLEDs Corporation’s 0% interest convertible note (the “Note”) with a September 29, 2017 maturity date. Subject to shareholder approval at the Company’s next shareholders meeting, the Note will be convertible into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) $1,615,000 by (y) the conversion price, which is equal to the lesser of $3.40 or the 5-trading day volume weighted average price of the common stock on the NASDAQ Stock Market ending on the maturity date.

 

These investments are expected to be funded to SemiLEDs Corporation in three installments as follows:

1.

1st installment of $1,000,000 has been wired to the Company’s bank account.

2.

2nd installment of $1,885,000 will be wired to the Company on or before August 15, 2016. Upon completion of the share purchase, Dr. Chiou will be appointed a member of SemiLEDs Corporations’ Board of Directors; Dr. Chiou has agreed to waive any compensation for his services on the Board.

3.

3rd installment of $1,615,000 will be wired to the Company on or before September 29, 2016.

 

15


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q, or this Quarterly Report, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding the future results of operations of SemiLEDs Corporation, or “we,” “our” or the “Company,” and financial position, strategy and plans, and our expectations for future operations, including the execution of restructuring plan and any resulting cost savings, are forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. The words “believe,” “may,” “should,” “plan,” “potential,” “project,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, and actual results and the timing of certain events could differ materially and adversely from those anticipated or implied in the forward-looking statements as a result of many factors. These factors include, among other things,

 

·

Declining cash position.

 

·

The successful completion of the pending $4.5 million equity and note financing.

 

·

Our ability to improve our liquidity, access alternative sources of funding and obtain additional equity capital or credit when necessary for our operations, the difficulty of which may increase if our common stock is delisted from the NASDAQ Stock Market. 

 

·

The inability of our ODM partner or other contract manufacturers to produce products that satisfy our requirements.

 

·

Our ability to implement our cost reduction programs and to execute our restructuring plan effectively.

 

·

Our ability to improve our gross margins, reduce our net losses and restore our operations to profitability.

 

·

Our ability to collect the $3 million liquidated damages owed to us by the investor who failed to complete a private placement in 2015.

 

·

Our ability to successfully introduce new products that we can produce and that customers will purchase in such amounts as to be sufficiently profitable to cover the costs of developing and producing these products, as well as providing us additional net income from operations.

 

·

Our ability to effectively develop, maintain and expand our sales and distribution channels, especially in the niche LED markets, including the UV LED and architectural lighting that we focus on.

 

·

Our ability to successfully manage our operations in the face of the cyclicality, rapid technological change, rapid product obsolescence, declining average selling prices and wide fluctuations in supply and demand typically found in the LED market.

 

·

Competitive pressures from existing and new companies.

 

·

Our ability to grow our revenues generated from the sales of our products and to control our expenses.

 

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·

Loss of any of our key personnel, or our failure to attract, assimilate and retain other highly qualified personnel.

 

·

Intellectual property infringement or misappropriation claims by third parties against us or our customers, including our distributor customers.

 

·

The failure of LEDs to achieve widespread adoption in the general lighting market, or if alternative technologies gain market acceptance.

 

·

The loss of key suppliers or contract manufacturers.

 

·

Our ability to effectively expand or upgrade our production facilities or do so in a timely or cost-effective manner.

 

·

Difficulty in managing our future growth or in responding to a need to contract operations, and the associated changes to our operations.

 

·

Adverse development in those selected markets, including Taiwan, the United States and China, where our revenues are concentrated.

 

·

Our ability to develop and execute upon a new strategy to exploit the China and India market.

 

·

The reduction or elimination of government investment in LED lighting or the elimination of, or changes in, policies in certain countries that encourage the use of LEDs over some traditional lighting technologies.

 

·

Our ability to implement our product innovation strategy effectively, particularly in view of the prohibition against our (and/or our assisting others in) making, using, importing, selling and/or offering to sell in the United States our accused products and/or any device that includes an accused product after October 1, 2012 as a result of the injunction agreed to in connection with the Cree Inc., or Cree, litigation.

 

·

Loss of customers.

 

·

Failure of our strategy of marketing and selling our products in jurisdictions with limited intellectual property enforcement regimes.

 

·

Lack of marketing and distribution success by our third-party distributors.

 

·

Our customers’ ability to produce and sell products incorporating our LED products.

 

·

Our failure to adequately prevent disclosure of trade secrets and other proprietary information.

 

·

Ineffectiveness of our disclosure controls and procedures and our internal control over financial reporting.

 

·

Our ability to profit from existing and future joint ventures, investments, acquisitions and other strategic alliances.

 

·

Impairment of goodwill, long-lived assets or investments.

 

·

Undetected defects in our products that harm our sales and reputation and adversely affect our manufacturing yields.

 

·

The availability of adequate and timely supply of electricity and water for our manufacturing facilities.

 

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·

Our ability to comply with existing and future environmental laws and the cost of such compliance.

 

·

The ability of SemiLEDs Optoelectronics Co., Ltd., or Taiwan SemiLEDs, to make dividends and other payments to SemiLEDs Corporation.

 

·

Our ability to obtain necessary regulatory approvals to make further investments in Taiwan SemiLEDs.

 

·

Catastrophic events such as fires, earthquakes, floods, tornados, tsunamis, typhoons, pandemics, wars, terrorist activities and other similar events, particularly if these events occur at or near our operations, or the operations of our suppliers, contract manufacturers and customers.

 

·

The effect of the legal system in the People’s Republic of China, or the PRC.

 

·

Labor shortages, strikes and other disturbances that affect our operations.

 

·

Deterioration in the relations between the PRC and Taiwan governments.

 

·

Fluctuations in the exchange rate among the U.S. dollar, the New Taiwan, or NT, dollar, the Japanese Yen and other currencies in which our sales, raw materials and component purchases and capital expenditures are denominated.

 

·

The effect of the disclosure requirements under the provisions of the Dodd-Frank Act relating to “conflict minerals,” which could increase our costs and limit the supply of certain metals used in our products and affect our reputation with customers and shareholders.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have not assumed any obligation to, and you should not expect us to, update or revise these statements because of new information, future events or otherwise.

 

For more information on the significant risks that could affect the outcome of these forward-looking statements, see Item 1A “Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2015, or the 2015 Annual Report, and those contained in Part II, Item 1A of this Quarterly Report, and other information provided from time to time in our filings with the Securities and Exchange Commission, or the SEC.

 

The following discussion and analysis of our financial condition and results of operations is based upon and should be read in conjunction with the unaudited interim condensed consolidated financial statements and the notes and other information included elsewhere in this Quarterly Report, in our 2015 Annual Report, and in other filings with the SEC.

 

Company Overview

 

We develop, manufacture and sell light emitting diode (LED) chips and LED components. Our products are used primarily for general lighting applications, including street lights and commercial, industrial and residential lighting. Our LED chips may also be used in specialty industrial applications, such as ultraviolet, or UV, curing of polymers, LED light therapy in medical/cosmetic applications, counterfeit detection, LED lighting for horticulture applications, architectural lighting and entertainment lighting.

 

Utilizing our patented and proprietary technology, our manufacturing process begins by growing upon the surface of a sapphire wafer, or substrate, several very thin separate semiconductive crystalline layers of gallium nitride, or GaN, a process known as epitaxial growth, on top of which a mirror-like reflective silver layer is then deposited. After the subsequent addition of a copper alloy layer and finally the removal of the sapphire substrate, we further process this multiple-layered material to create individual vertical LED chips.

 

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We package our LED chips into LED components, which we sell to a customer base that is heavily concentrated in a few select markets, including Taiwan, the United States and China (including Hong Kong). We also sell our “Enhanced Vertical,” or EV, LED product series in blue, white, green and UV in selected markets. We sell our LED chips to packagers or to distributors, who in turn sell to packagers. Our lighting products customers are primarily original design manufacturers, or ODMs, of lighting products and the end-users of lighting devices. We also contract other manufacturers to produce for our sale certain LED products, and for certain aspects of our product fabrication, assembly and packaging processes, based on our design and technology requirements and under our quality control specifications and final inspection process.

 

We have developed advanced capabilities and proprietary know-how in:

 

·

reusing sapphire substrate in subsequent production runs;

 

·

optimizing our epitaxial growth processes to create layers that efficiently convert electrical current into light;

 

·

employing a copper alloy base manufacturing technology to improve our chip’s thermal and electrical performance;

 

·

utilizing nanoscale surface engineering to improve usable light extraction;

 

·

developing a LED structure that generally consists of multiple epitaxial layers which are vertically-stacked on top of a copper alloy base; and

 

·

developing low cost Chip Scaled Packaging (CSP) technology.

 

These technical capabilities enable us to produce LED chips and LED component products. We entered into a Foundry Services and Licensing Agreement with an ODM partner in December 2015 to assist us with the restructuring of our chips manufacturing operations. The ODM partner is working with us to ODM vertical chips for us using our vertical technology. We granted our ODM partner a royalty-free, non-transferable, nonexclusive license to use our technology and intellectual property for internal use by the ODM partner’s employees at its facilities for the purpose of manufacturing, testing and supplying us its products. We believe these capabilities, know-how and partnership should also allow us to reduce our manufacturing costs and our dependence on sapphire, a costly raw material used in the production of sapphire-based LED devices.

 

We were incorporated in the State of Delaware on January 4, 2005 and sold our first LED chips in November 2005. We are a holding company for various wholly and majority owned subsidiaries. Our most significant subsidiary is our wholly owned operating subsidiary, SemiLEDs Optoelectronics Co., Ltd., or Taiwan SemiLEDs, where a substantial portion of our assets are held and located, where a substantial portion of our research, development, manufacturing, marketing and sales activities take place, and where most of our employees are based. Taiwan SemiLEDs owns a 100% equity interest in Taiwan Bandaoti Zhaoming Co., Ltd., formerly known as Silicon Base Development, Inc., which is engaged in the research, development, manufacture, marketing and sale of LED components. As of May 31, 2016, we also owned a 93% equity interest in Ning Xiang Technology Co., Ltd., or Ning Xiang, a company engaged in the design, manufacture and sale of lighting fixtures and systems.

 

We also have interests in unconsolidated joint ventures that we have accounted for as equity method investments and as such have not consolidated for financial reporting purposes. As of May 31, 2016, we owned a 33% interest in SILQ (Malaysia) Sdn. Bhd. or SILQ, a joint venture established in Malaysia that is currently in the process of being dissolved.

 

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Key Factors Affecting Our Financial Condition, Results of Operations and Business

 

The following are key factors that we believe affect our financial condition, results of operations and business:

 

·

Our ability to raise additional debt funding, sell additional equity securities and improve our liquidity.   We may need to improve our liquidity, access alternative sources of funding and obtain additional equity capital or credit when necessary for our operations. However, we may not be able to obtain such debt funding or sell equity securities on terms that are favorable to us, or at all. The raising of additional debt funding by us, if required and available, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on our assets, that would restrict our operations. The sale of additional equity securities, if required and available, could result in dilution to our stockholders.

 

·

Our ability to outsource manufacturing and our ability to get chips from other chip suppliers. Our reliance on our new ODM partner exposes us to a number of significant risks, including reduced control over delivery schedules, quality assurance and production costs, lack of guaranteed production capacity or product supply, and the possible breach of the manufacturing agreement by the contract manufacturer because of factors beyond our control. If our ODM partner fails to deliver products on time and at a satisfactory level of quality, we could have difficulties fulfilling our customer orders and our net revenue could decline. If our ODM partner were to become unable or unwilling to continue to manufacture our products at requested quality, quantity, performance and costs, or in a timely manner, our business and reputation could be seriously harmed. As a result, we would have to attempt to identify and qualify substitute manufacturers, which could be time consuming and difficult, and might result in unforeseen manufacturing and operations problems. Our inability to procure chips from other chip suppliers at the desired quality, quantity, performance and cost might result in unforeseen manufacturing and operations problems. In such events, our customer relationships, business, financial condition and results of operations would be adversely affected.

 

·

Industry growth and demand for products and applications using LEDs.  The overall adoption of LED lighting devices to replace traditional lighting sources is expected to influence the growth and demand for LED chips and component products and impact our financial performance. We believe the potential market for LED lighting will continue to expand. LEDs for efficient generation of UV light are also starting to gain attention for various medical, germicidal and industrial applications. Since a substantial portion of our LED chips, LED components and our lighting products are used by end-users in general lighting applications and specialty industrial applications such as UV curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting, the adoption of LEDs into these applications will have a strong impact on the demand of LED chips generally and, as a result, for our LED chips, LED components and LED lighting products. Fluctuations in demand for LED lighting products will also affect the results of Ning Xiang.

 

·

Average selling price of our products.  The average selling price of our products may decline for a variety of factors, including prices charged by our competitors, the efficacy of our products, our cost basis, changes in our product mix, the size of the order and our relationship with the relevant customer, as well as general market and economic conditions. Competition in the markets for LED products is intense, and we expect that competition will continue to increase, thereby creating a highly aggressive pricing environment. For example, some of our competitors have in the past reduced their average selling prices, and the resulting competitive pricing pressures have caused us to similarly reduce our prices, accelerating the decline in our revenues and the gross margin of our products. When prices decline, we must also write down the value of our inventory. Furthermore, the average selling prices for our LED products have typically decreased over product life cycles. Therefore, our ability to continue to innovate and offer competitive products that meet our customers’ specifications and pricing requirements, such as higher efficacy LED products at lower costs, will have a material influence on our ability to improve our revenues and product margins, although in the near term the introduction of such higher performance LED products may further reduce the selling prices of our existing products or render them obsolete. Reduction in the average selling price of LED lights products will also affect the results of Ning Xiang.

 

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·

Changes in our product mix.  We anticipate that our gross margins will continue to fluctuate from period to period as a result of the mix of products that we sell and the utilization of our manufacturing capacity in any given period, among other things. For example, we continue to pursue opportunities for profitable growth in areas of business where we see the best opportunity to develop as an end-to-end LED module solution supplier by providing our customers with high quality, flexible and more complete LED system solution, customer technical support and LED module/system design, as opposed to just providing customers with individual components. As a strategic plan, we have placed greater emphasis on the sales of LED components rather than the sales of LED chips where we have been forced to cut prices on older inventory. Steadily growth of the module product and the continued commercial sales of our UV LED product are expected to improve our gross margin, operating results and cash flows. In addition, we have adjusted the lower-priced LED components strategy as appropriate. We have adopted a strategy to adjust our product mix by exiting certain high volume but low unit selling price product lines in response to the general trend of lower average selling prices for products that have been available in the market for some time. However, as we expand and diversify our product offerings and with varying average selling prices, or execute new business initiatives, a change in the mix of products that we sell in any given period may increase volatility in our revenues and gross margin from period to period.

 

·

Our ability to reduce cost to offset lower average prices.  Competitors may reduce average selling prices faster than our ability to reduce costs, and competitive pricing pressures may accelerate the rate of decline of our average selling prices. To address increased pricing pressure, we have improved and increased our production yields to reduce the per-unit cost of production of our products. However, such cost savings currently have limited impact on our gross profit, as we currently suffer from the underutilization of manufacturing capacity and must absorb a high level of fixed costs, such as depreciation. We anticipate moving toward a fabless business model in which we would utilize foundry fabs to ODM our chips using our developed technology. As part of the restructuring, we are exploring the opportunities to consign or sell our chip manufacturing equipment to our ODM partner or others, which will help us to reduce the idle capacity costs. While we intend to focus on managing our costs and expenses, over the long term we expect to be required to invest substantially in LED component products development and production equipment if we are to grow.

 

·

Our ability to continue to innovate.  As part of our growth strategy, we plan to continue to be innovative in product design, to deliver new products and to improve our manufacturing efficiencies. Our continued success depends on our ability to develop and introduce new, technologically advanced and lower cost products, such as more efficient, better performance LED component products. If we are unable to introduce new products that are commercially viable and meet rapidly evolving customer requirements or keep pace with evolving technological standards and market developments or are otherwise unable to execute our product innovation strategy effectively, we may not be able to take advantage of market opportunities as they arise, execute our business plan or be able to compete effectively. In March 2015, we announced our Phosphor Converted or PC LED chip series, including PC Red, PC Green, and PC Amber, in a 40mil (1mm x 1mm) chip that combines with our ReadyWhite™ phosphor technology to minimize blue pass through in our product and therefore allow more options for our customers in these color ranges. In August 2015, we launched two UV COB module products: D4525 and D4825. These high density UV modules are suggested to be driven at 120W and 200W respectively with efficient thermal management. The modules are designed for various printing, curing, and PCB exposure industrial equipments, providing uncompromised reliability and optical output.

 

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·

General economic conditions and geographic concentration.  Many countries including the United States and the European Union (the E.U.) members have instituted, or have announced plans to institute, government regulations and programs designed to encourage or mandate increased energy efficiency in lighting. These actions include in certain cases banning the sale after specified dates of certain forms of incandescent lighting, which are advancing the adoption of more energy efficient lighting solutions such as LEDs. The global financial crisis that began in late 2007 caused extreme disruption in the financial markets. Although the disruption in the financial markets moderated thereafter, the global financial markets continue to reflect uncertainty about a sustained economic recovery. The exit of the United Kingdom from the E.U. (the Brexit) may also cause disruptions and lead to a lot of global economic uncertainty.  When the global economy slows or a financial crisis occurs, consumer and government confidence declines, with levels of government grants and subsidies for LED adoption and consumer spending likely to be adversely impacted. Our revenues have been concentrated in a few select markets, including Taiwan, the United States and China (including Hong Kong). Given that we are operating in a rapidly changing industry, our sales in specific markets may fluctuate from quarter to quarter. Therefore, our financial results will be impacted by general economic and political conditions in such markets. For example, the aggressive support by the Chinese government for the LED industry through significant government incentives and subsidies to encourage the use of LED lighting and to establish the LED-sector companies has resulted in production overcapacity in the market and intense competition. Furthermore, due to Chinese package manufacturers increasing usage of domestic LED chips, prices are increasingly competitive, leading to Chinese manufacturers growing market share in the global LED industry. In addition, we have historically derived a significant portion of our revenues from a limited number of customers. Some of our largest customers and what we produce/have produced for them have changed from quarter to quarter primarily as a result of the timing of discrete, large project-based purchases and broadening customer base, among other things. For the three and nine months ended May 31, 2016, sales to our three largest customers, in the aggregate, accounted for 32% and 36% of our revenues, respectively.

 

·

Intellectual property issues.  Competitors of ours and other third parties have in the past and will likely from time to time in the future allege that our products infringe on their intellectual property rights. Defending against any intellectual property infringement claims would likely result in costly litigation and ultimately may lead to our not being able to manufacture, use or sell products found to be infringing. In June 2012, we settled an intellectual property dispute involving Cree. We agreed to dismiss amended complaints filed against each other without prejudice. We agreed to the entry of a permanent injunction that was effective October 1, 2012 that precludes us from (and/or from assisting others in) making, using, importing, selling and/or offering to sell in the United States certain accused products and/or any device that includes such an accused product after that date and to payment of a settlement fee for past damages. All accused products sold before the date of settlement are released under this agreement and our customers and distributors are specifically released. All remaining claims between Cree and us were withdrawn without prejudice, with each retaining the right to assert them in the future. However, other third parties may also assert infringement claims against our customers with respect to our products, or our customers’ products that incorporate our technologies or products. Any such legal action or the threat of legal action against us, or our customers, could impair such customers’ continued demand for our products. This could prevent us from growing or even maintaining our revenues, or cause us to incur additional costs and expenses, and adversely affect our financial condition and results of operations.

 

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·

Declining cash position.    Our cash and cash equivalents decreased to $3.5 million as of May 31, 2016 due to the combination of our net cash used in operating activities, payments related to long-term debt, and cash outlays for fixed assets to expand our Chu-Nan Facility for the consolidation of our manufacturing operations. We have implemented actions to accelerate operating cost reductions and improve operational efficiencies. The plan is further enhanced through the fabless business model in which we implemented certain workforce reductions and are exploring the opportunities to consign or sell certain equipment related to the manufacturing of vertical LED chips to our ODM partner or others, in order to reduce the idle capacity charges, minimize our research and development activities associated with chips manufacturing operation. We believe we will be able to generate positive cash inflows through the restructuring of our chip operation and the significant ongoing cost savings in the form of reduced payroll and research and development activities. The shipment of our new module product and the continued commercial sales of our UV LED product are expected to grow steadily beginning in 2017. Based on our current financial projections, we believe that we will have sufficient sources of liquidity to fund our operations and capital expenditure plans for the next 12 months. Please see “Critical Accounting Policies and Estimates — Basis of Presentation — Going Concern” for more information about our liquidity plans.

 

Recent Developments

 

On July 6, 2016, we entered into a purchase agreement with Dr. Peter Chiou to purchase 577,000 newly issued shares of the Company’s common stock at $5.00 per share. This represents approximately 19.6% of the outstanding shares of the Company. Dr. Chiou has also agreed to purchase a $1,615,000 SemiLEDs Corporation’s 0% interest convertible note (the “Note”) with a September 29, 2017 maturity date. Subject to shareholder approval at the Company’s next shareholders meeting, the Note will be convertible into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) $1,615,000 by (y) the conversion price, which is equal to the lesser of $3.40 or the 5-trading day volume weighted average price of the common stock on the NASDAQ Stock Market ending on the maturity date.

 

These investments are expected to be funded to SemiLEDs Corporation in three installments as follows:

1.1st installment of $1,000,000 has been wired to the Company’s bank account.

2.2nd installment of $1,885,000 will be wired to the Company on or before August 15, 2016. Upon completion of the share purchase, Dr. Chiou will be appointed a member of SemiLEDs Corporations’ Board of Directors; Dr. Chiou has agreed to waive any compensation for his services on the Board.

3.3rd installment of $1,615,000 will be wired to the Company on or before September 29, 2016.

 

There is no assurance that we can successfully close the financing or if Dr. Chiou is able to meet the funding requirements of the purchase agreement.

 

On April 22, 2016, we filed a complaint in the Delaware Court of Chancery against Mr. Xiaoqing Han, the Chairman and CEO of Beijing Xiaoqing Environmental Protection Group for breach of the definitive common stock purchase agreement effective December 18, 2014 (the “Agreement”) for his failure to transfer the full purchase price from China. Pursuant to the terms of the Agreement, if Mr. Han did not purchase the shares before February 25, 2015, then he is required, upon written request by us, to pay us $3 million in liquidated damages plus the legal fees incurred by us relating to the sale. To date, we have only received approximately $261 thousand of the $5 million purchase price. Mr. Han filed an answer and counterclaim seeking rescission of the Agreement and a return of his $261 thousand payment. We filed an answer and defenses to Mr. Han’s counterclaim on July 11, 2016 requesting a judgment in the Company