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EX-32.2 - EX-32.2 - SemiLEDs Corpleds-20161130ex322bdd451.htm
EX-32.1 - EX-32.1 - SemiLEDs Corpleds-20161130ex321535b4e.htm
EX-31.2 - EX-31.2 - SemiLEDs Corpleds-20161130ex312e186f0.htm
EX-31.1 - EX-31.1 - SemiLEDs Corpleds-20161130ex3112af3a2.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 November 30, 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: 3,517,290 shares of common stock, par value $0.0000056 per share, outstanding as of January 9, 2017.

 

 

 

 


 

SEMILEDS CORPORATION

FORM 10-Q for the Quarter Ended November 30, 2016

 

INDEX

 

 

 

 

 

 

Page No.

 

 

 

Part I. Financial Information 

 

 

 

 

Item 1. 

Financial Statements

1

 

Condensed Consolidated Balance Sheets as of November 30, 2016 (unaudited) and August 31, 2016 (audited) 

1

 

Unaudited Condensed Consolidated Statements of Operations for the three months ended November 30, 2016 and 2015

2

 

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended November 30, 2016 and 2015

3

 

Unaudited Condensed Consolidated Statement of Changes in Equity for the three months ended November 30, 2016

4

 

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2016 and 2015

5

 

Notes to Unaudited Condensed Consolidated Financial Statements

6

 

 

 

Item 2. 

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

16

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

29

 

 

 

Item 4. 

Controls and Procedures

30

 

 

 

Part II. Other Information 

 

 

 

 

Item 1. 

Legal Proceedings

31

 

 

 

Item 1A. 

Risk Factors

31

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

32

 

 

 

Item 3. 

Defaults Upon Senior Securities

32

 

 

 

Item 4. 

Mine Safety Disclosures

32

 

 

 

Item 5. 

Other Information

32

 

 

 

Item 6. 

Exhibits

32

 

 

 

Signatures 

33

 

 

 

Index to Exhibits 

34

 

 

 

 

 


 

PART I — FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

SEMILEDS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

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

 

 

 

 

 

 

 

 

 

 

    

November 30, 

    

August 31, 

 

 

    

2016

    

2016

 

 

 

(Unaudited)

 

(Audited)

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,827

 

$

6,030

 

Accounts receivable (including related parties), net of allowance for doubtful accounts of $735 and $746 as of November 30, 2016 and August 31, 2016, respectively

 

 

1,526

 

 

900

 

Inventories

 

 

3,777

 

 

4,067

 

Prepaid expenses and other current assets

 

 

788

 

 

640

 

Total current assets

 

 

10,918

 

 

11,637

 

Property, plant and equipment, net

 

 

8,451

 

 

8,813

 

Intangible assets, net

 

 

60

 

 

44

 

Investments in unconsolidated entities

 

 

1,314

 

 

1,368

 

Other assets

 

 

354

 

 

373

 

TOTAL ASSETS

 

$

21,097

 

$

22,235

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Current installments of long-term debt

 

$

313

 

$

314

 

Accounts payable

 

 

1,184

 

 

1,326

 

Advance receipt toward the convertible note

 

 

500

 

 

500

 

Accrued expenses and other current liabilities

 

 

2,496

 

 

2,761

 

Total current liabilities

 

 

4,493

 

 

4,901

 

Long-term debt, excluding current installments

 

 

2,504

 

 

2,595

 

Other liability

 

 

3,083

 

 

3,097

 

Total liabilities

 

 

10,080

 

 

10,593

 

Commitments and contingencies (Note 5)

 

 

 

 

 

 

 

EQUITY:

 

 

 

 

 

 

 

SemiLEDs stockholders’ equity

 

 

 

 

 

 

 

Common stock, $0.0000056 par value—75,000 shares authorized; 3,517 shares issued and outstanding

 

 

 —

 

 

 —

 

Additional paid-in capital

 

 

175,467

 

 

175,384

 

Accumulated other comprehensive income

 

 

3,385

 

 

3,398

 

Accumulated deficit

 

 

(167,869)

 

 

(167,179)

 

Total SemiLEDs stockholders’ equity

 

 

10,983

 

 

11,603

 

Noncontrolling interests

 

 

34

 

 

39

 

Total equity

 

 

11,017

 

 

11,642

 

TOTAL LIABILITIES AND EQUITY

 

$

21,097

 

$

22,235

 

 

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 November 30, 

 

 

    

2016

    

2015

 

Revenues, net

 

$

2,702

 

$

2,963

 

Cost of revenues

 

 

2,586

 

 

4,407

 

Gross profit (loss)

 

 

116

 

 

(1,444)

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

 

199

 

 

601

 

Selling, general and administrative

 

 

1,100

 

 

1,087

 

Gain on disposals of long-lived assets

 

 

(80)

 

 

 —

 

Total operating expenses

 

 

1,219

 

 

1,688

 

Loss from operations

 

 

(1,103)

 

 

(3,132)

 

Other income (expenses):

 

 

 

 

 

 

 

Equity in loss from unconsolidated entities

 

 

(9)

 

 

(8)

 

Interest expenses, net

 

 

(9)

 

 

(16)

 

Other income, net

 

 

476

 

 

26

 

Foreign currency transaction loss, net

 

 

(51)

 

 

(185)

 

Total other income (expenses), net

 

 

407

 

 

(183)

 

Loss before income taxes

 

 

(696)

 

 

(3,315)

 

Income tax expense

 

 

 —

 

 

 —

 

Net loss

 

 

(696)

 

 

(3,315)

 

Less: Net loss attributable to noncontrolling interests

 

 

(6)

 

 

(3)

 

Net loss attributable to SemiLEDs stockholders

 

$

(690)

 

$

(3,312)

 

Net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.20)

 

$

(1.14)

 

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

 

 

 

 

 

 

 

Basic and diluted

 

 

3,518

 

 

2,906

 

 

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 November 30, 

 

 

 

2016

 

2015

 

Net loss

 

$

(696)

 

$

(3,315)

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

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

 

 

(12)

 

 

(64)

 

Comprehensive loss

 

$

(708)

 

$

(3,379)

 

Comprehensive loss attributable to noncontrolling interests

 

$

(5)

 

$

(3)

 

Comprehensive loss attributable to SemiLEDs stockholders

 

$

(703)

 

$

(3,376)

 

 

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

 

Deficit

 

Equity

 

Interests

  

Equity

 

BALANCE—September 1, 2016

 

3,517

 

$

 —

 

$

175,384

 

$

3,398

 

$

(167,179)

 

$

11,603

 

$

39

 

$

11,642

 

Stock-based compensation

 

 —

 

 

 —

 

 

83

 

 

 —

 

 

 —

 

 

83

 

 

 —

 

 

83

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 —

 

 

 —

 

 

 —

 

 

(13)

 

 

 —

 

 

(13)

 

 

1

 

 

(12)

 

Net loss

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(690)

 

 

(690)

 

 

(6)

 

 

(696)

 

BALANCE—November 30, 2016

 

3,517

 

$

 —

 

$

175,467

 

$

3,385

 

$

(167,869)

 

$

10,983

 

$

34

 

$

11,017

 

 

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)

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended November 30, 

 

 

   

2016

   

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

$

(696)

 

$

(3,315)

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

 

335

 

 

1,316

 

Stock-based compensation expense

 

 

83

 

 

42

 

Provisions for inventory write-downs

 

 

196

 

 

452

 

Equity in loss from unconsolidated entities

 

 

9

 

 

8

 

Gain on disposals of long-lived assets

 

 

(80)

 

 

 —

 

Changes in :

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(635)

 

 

50

 

Inventories

 

 

69

 

 

269

 

Prepaid expenses and other

 

 

(73)

 

 

(146)

 

Accounts payable

 

 

(79)

 

 

371

 

Accrued expenses and other current liabilities

 

 

(250)

 

 

390

 

Net cash used in operating activities

 

 

(1,121)

 

 

(563)

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(68)

 

 

(341)

 

Payments for development of intangible assets

 

 

(1)

 

 

(20)

 

Proceeds from sale of investment

 

 

41

 

 

 —

 

Net cash used in investing activities

 

 

(28)

 

 

(361)

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Repayments of long-term debt

 

 

(79)

 

 

(437)

 

Net cash used in financing activities

 

 

(79)

 

 

(437)

 

Effect of exchange rate changes on cash and cash equivalents

 

 

25

 

 

22

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(1,203)

 

 

(1,339)

 

CASH AND CASH EQUIVALENTS—Beginning of period

 

 

6,030

 

 

4,808

 

CASH AND CASH EQUIVALENTS—End of period

 

$

4,827

 

$

3,469

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Accrual related to property, plant and equipment

 

$

199

 

$

260

 

 

 

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 components, as well as LED chips and lighting products. LED components have become the most important part of its 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 November 30, 2016, SemiLEDs had six wholly owned subsidiaries and a 93% equity interest in Ning Xiang Technology Co., Ltd. (“Ning Xiang”). SemiLEDs Optoelectronics Co., Ltd., or Taiwan SemiLEDs, is the Company’s wholly owned operating subsidiary, where a substantial portion of our assets is held and located, and where a portion of our research, development, manufacturing and sales activities take place. 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, manufacturing and a substantial portion of marketing and sale of LED components, and where most of the Company’s employees are based.

 

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 November 21, 2016. The unaudited condensed consolidated balance sheet as of August 31, 2016 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 November 30, 2016, the statements of operations and comprehensive loss for the three months ended November 30, 2016 and 2015, the statement of changes in equity for the three months ended November 30, 2016, and the statements of cash flows for the three months ended November 30, 2016 and 2015. The results for the three months ended November 30, 2016 are not necessarily indicative of the results to be expected for the year ending August 31, 2017.

 

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 suffered losses from operations of $20.6 million and $13.3 million, gross losses on product sales of $4.9 million and $4.1 million, and net cash used in operating activities of $3.4 million and $4.5 million for the years ended August 31, 2016 and 2015, respectively. Loss from operations and net cash used in operating activities for the three

6


 

months ended November 30, 2016 were both $1.1 million. Further, at November 30, 2016, the Company’s cash and cash equivalents was down to $4.8 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.

 

·

The Company entered into a definitive purchase agreement effective July 6, 2016 with Dr. Peter Chiou, which was assigned to Well Thrive Limited (“Well Thrive”) on August 4, 2016. Pursuant to the agreement, Well Thrive purchased 577 thousand newly issued shares of common stock of the Company for $2,885 thousand on August 23, 2016. Well Thrive also agreed to subscribe to a $1,615 thousand 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 would be convertible, at the Company’s option, 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. However, the issuance of the Note is currently pending subject to receipt of the entire Note purchase price. The Company has received a $500 thousand advance on the total $1,615 thousand Note amount as of November 30, 2016. The Company has recognized a related current liability in its consolidated balance sheet as of November 30, 2016. On December 16, 2016, the Company provided notice to Well Thrive that it intends to retain the $500 thousand as liquidated damages if it does not remit the balance of the purchase price for the Note by January 7, 2017. On January 6, 2017, Well Thrive informed the Company that it was not prepared to complete the purchase of the Note at this time and demanded the return of the $500 thousand advance and the $2,885 thousand for the shares purchased by Well Thrive.

 

·

The Company entered 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 sale is $5.2 million, of which the initial installment of $3 million was received on December 14, 2015, $1 million was due on December 31, 2016 and the balance of $1.2 million is due on December 31, 2017. However, as of January 13, 2017, the Company hasn’t received the $1 million due on December 31, 2016 and is in discussion with the strategic partner. The sale is scheduled to be closed on December 31, 2017. At any time before December 31, 2017, the Company has the right to cancel the agreement or sell the building to any other third party, concurrently with the repayment of all the cash balance received along with interests payable to the buyer. Upon the completion of the sale on December 31, 2017, part of the proceeds will be paid to E.SUN Commercial Bank, as payment on the first and the second notes payable, which are secured by the building. 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 has reduced payroll and minimized research and development activities associated with chips manufacturing operation. The Company expects the effects to be continued and is able to further 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 a number of

7


 

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. Steady growth of module products 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 focusing 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 November 30, 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 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 preparation of the Company’s consolidated financial statements on the basis that the Company will continue as a going concern, 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 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.

 

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

8


 

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 deposits. As of November 30, 2016 and August 31, 2016, cash and cash equivalents of the Company consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

November 30, 

 

August 31, 

 

Cash and Cash Equivalents  by Location

    

2016

    

2016

 

United States;

 

 

 

 

 

 

 

Denominated in U.S. dollars

 

$

673

 

$

945

 

Taiwan;

 

 

 

 

 

 

 

Denominated in U.S. dollars

 

 

2,813

 

 

3,580

 

Denominated in New Taiwan dollars

 

 

528

 

 

738

 

Denominated in other currencies

 

 

472

 

 

481

 

China (including Hong Kong);

 

 

 

 

 

 

 

Denominated in U.S. dollars

 

 

7

 

 

8

 

Denominated in Renminbi

 

 

334

 

 

277

 

Denominated in H.K. dollars

 

 

 —

 

 

1

 

Total cash and cash equivalents

 

$

4,827

 

$

6,030

 

 

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 67% of the Company’s total net revenues for both the three months ended November 30, 2016 and 2015.

 

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 76% of the Company’s net revenues for both the three months ended November 30, 2016 and 2015.

 

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.

 

 

9


 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on September 1, 2020. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

 

In March 2016, the FASB issued ASU No. 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 FASB issued ASU No. 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 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 July 2015, the FASB issued ASU No. 2015-11, “Inventory - Simplifying the Measurement of Inventory”. This standard provides additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This standard will be effective for the Company on September 1, 2017. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial position, results of operations or cash flows.

 

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The standard 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 standard 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 standard is effective for the Company on September 1, 2017 and management has elected not to early adopt it. When the standard is effective, it could have a material effect on management’s assessment of the Company’s ability to continue as a going concern.

 

In May 2014, the FASB issued 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. The FASB has subsequently issued multiple ASUs which amend and clarify the guidance. This 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 has been evaluating the effect that ASU 2014-09 will have on the Company’s consolidated financial statements and related disclosures and expects to have a preliminary conclusion by August 2017. Management has not yet selected a transition method nor has it determined the effect of the standard on the Company’s ongoing financial reporting.

 

 

10


 

3. Balance Sheet Components

 

Inventories

 

Inventories as of November 30, 2016 and August 31, 2016 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

November 30, 

 

August 31, 

 

 

    

2016

    

2016

 

Raw materials

 

$

1,364

 

$

1,400

 

Work in process

 

 

567

 

 

700

 

Finished goods

 

 

1,846

 

 

1,967

 

Total

 

$

3,777

 

$

4,067

 

 

Inventory write-downs to estimated net realizable values were $196 thousand and $452 thousand for the three months ended November 30, 2016 and 2015, respectively.

 

Property, Plant and Equipment

 

Property, plant and equipment as of November 30, 2016 and August 31, 2016 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

November 30, 

 

August 31, 

 

 

    

2016

    

2016

 

Buildings and improvements

 

$

12,764

 

$

12,822

 

Machinery and equipment

 

 

40,802

 

 

41,065

 

Leasehold improvements

 

 

212

 

 

213

 

Other equipment

 

 

2,188

 

 

2,198

 

Construction in progress

 

 

816

 

 

812

 

Total property, plant and equipment

 

 

56,782

 

 

57,110

 

Less: Accumulated depreciation and amortization

 

 

(48,331)

 

 

(48,297)

 

Property, plant and equipment, net

 

$

8,451

 

$

8,813

 

 

Intangible Assets

 

Intangible assets as of November 30, 2016 and August 31, 2016 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30, 2016

 

 

    

Weighted

    

 

 

    

 

    

 

 

 

 

 

Average

 

Gross

 

 

 

Net

 

 

 

Amortization

 

Carrying

 

Accumulated

 

Carrying

 

 

    

Period (Years)

    

Amount

    

Amortization

    

Amount

 

Patents and trademarks

 

15

 

$

502

 

$

442

 

$

60

 

Acquired technology

 

5

 

 

476

 

 

476

 

 

 —

 

Total

 

 

 

$

978

 

$

918

 

$

60

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 31, 2016

 

 

    

Weighted

    

 

    

 

    

 

 

 

 

Average

 

Gross

 

 

 

Net

 

 

 

Amortization

 

Carrying

 

Accumulated

 

Carrying

 

 

    

Period (Years)

    

Amount

    

Amortization

    

Amount

 

Patents and trademarks

 

15

 

$

487

 

$

443

 

$

44

 

Acquired technology

 

 5

 

 

479

 

 

479

 

 

 —

 

Total

 

 

 

$

966

 

$

922

 

$

44

 

 

 

 

11


 

4. Investments in Unconsolidated Entities

 

The Company’s ownership interest and carrying amounts of investments in unconsolidated entities as of November 30, 2016 and August 31, 2016 consisted of the following (in thousands, except percentages):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30, 2016

 

August 31, 2016

 

 

    

Percentage

    

 

 

    

Percentage

    

 

 

 

 

 

Ownership

 

Amount

 

Ownership

 

Amount

 

Equity method investments:

 

 

 

 

 

 

 

 

 

 

 

SILQ (Malaysia) Sdn. Bhd. (“SILQ”)

 

 —

%  

$

 —

 

33

%  

$

50

 

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

 

49

%  

 

 —

 

49

%  

 

 —

 

Cost method investments

 

Various

 

 

1,314

 

Various

 

 

1,318

 

Total investments in unconsolidated entities

 

 

 

$

1,314

 

 

 

$

1,368

 

 

There were no dividends received from unconsolidated entities through November 30, 2016.

 

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. In November 2016, the Company sold all of its equity interest in SILQ to the other investor for a cash consideration of $41 thousand and recognized a loss on sale of investment of $9 thousand.

 

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 February 2018 and December 2020. Lease expense related to these noncancellable operating leases was $112 thousand and $82 thousand for the three months ended November 30, 2016 and 2015, respectively. Lease expense is recognized on a straight-line basis over the term of the lease.

 

12


 

The aggregate future noncancellable minimum rental payments for the Company’s operating leases as of November 30, 2016 consisted of the following (in thousands):

 

 

 

 

 

 

 

    

Operating

 

Years Ending August 31,

 

Leases

 

Remainder of 2017

 

$

356

 

2018

 

 

264

 

2019

 

 

109

 

2020

 

 

90

 

2021

 

 

30

 

Thereafter

 

 

 —

 

Total

 

$

849

 

 

Purchase Obligations—The Company had purchase commitments for inventory, property, plant and equipment in the amount of $1.5 million as of both November 30, 2016 and August 31, 2016.

 

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. As of November 30, 2016, there was no pending or threatened litigation that could have a material impact on the Company’s financial position, results of operations or cash flows.

 

6.  Common Stock

 

Reverse Stock Split—On 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 issued and 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 250 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 635 thousand shares was reserved for issuance under the 2005 Plan and 2010 Plan as of both November 30, 2016 and 2015. As of November 30, 2016 and 2015, there were 352 thousand and 388 thousand shares of common stock available for future issuance under the equity incentive plans.

 

During fiscal 2016, SemiLEDs granted 8 thousand restricted stock units in April 2016 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 $3.40 per unit.

 

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

13


 

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 months ended November 30, 2016 and 2015 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended November 30, 

 

 

    

2016

    

2015

 

Cost of revenues

 

$

17

 

$

26

 

Research and development

 

 

2

 

 

15

 

Selling, general and administrative

 

 

64

 

 

1

 

 

 

$

83

 

$

42

 

 

 

 

 

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 November 30, 

 

 

 

2016

    

2015

 

Stock units and stock options to purchase common stock

 

 7

 

13

 

 

 

 

9. Income Taxes

 

The Company’s income (loss) before income taxes for the three months ended November 30, 2016 and 2015 consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended November 30, 

 

 

 

2016

    

2015

 

U.S. operations

 

$

246

 

$

(145)

 

Foreign operations

 

 

(942)

 

 

(3,170)

 

Loss before income taxes

 

$

(696)

 

$

(3,315)

 

 

Unrecognized Tax Benefits

 

As of both November 30, 2016 and August 31, 2016, 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.

 

10. Subsequent Events

 

The Company entered into a definitive purchase agreement effective July 6, 2016 with Dr. Peter Chiou, which was assigned to Well Thrive Limited (“Well Thrive”) on August 4, 2016. Pursuant to the agreement, Well Thrive has agreed to subscribe to a $1,615 thousand 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

14


 

would be convertible, at the Company’s option, 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. However, the issuance of the Note is currently pending subject to receipt of the entire Note purchase price. The Company has received a $500 thousand advance on the total $1,615 thousand Note amount as of November 30, 2016. On December 16, 2016, the Company sent a formal notice of demand under purchase agreement to Dr. Peter Chiou and Well Thrive and requested them to deliver the $1,115 thousand balance of the Note purchase price by December 31, 2016, which was extended to January 7, 2017, or forfeit the $500 thousand advance on the Note. On January 6, 2017, Well Thrive informed the Company that it was not prepared to complete the purchase of the Note at this time and demanded the return of the $500 thousand advance and the $2,885 thousand for the shares purchased by Well Thrive.

 

The Company entered 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 originally paid in three installments, of which the initial installment of $3 million was received on December 14, 2015, $1 million was due on December 31, 2016 and the balance of $1.2 million is due on December 31, 2017. However, as of January 13, 2017, the Company hasn’t received the $1 million due on December 31, 2016 and is in discussion with the strategic partner.

 

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 our 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 $1.6 million note financing or the ability to retain any partial payments as liquidated damages.

 

·

The successful completion of the pending sale of our headquarters building.

 

·

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 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.

 

16


 

·

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 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.

 

17


 

·

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, 2016, or the 2016 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 2016 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.

 

18


 

We package our LED chips into LED components, which we sell to distributors and 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 endusers 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. 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. The ODM partner is working with us to enable it to ODM vertical chips for us using our vertical technology. 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. SemiLEDs Optoelectronics Co., Ltd., or Taiwan SemiLEDs, is our wholly owned operating subsidiary, where a substantial portion of our assets are held and located, where a portion of our research, development, manufacturing and sales activities take place. 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, and substantial portion of marketing and sale of LED products, and where most of our employees are based. As of November 30, 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.

 

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

19


 

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 endusers 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.

 

20


 

·

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 selling 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 are 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 continue to explore 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. Our LED components include different sizes and wattage to accommodate different demands in the LED market.

 

21


 

·

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. 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 LEDsector 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 projectbased purchases and broadening customer base, among other things. For the three months ended November 30, 2016, sales to our three largest customers, in the aggregate, accounted for 46% of our revenues.

 

·

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.

 

·

Declining cash position.    Our cash and cash equivalents decreased to $4.8 million as of November 30, 2016 due to the combination of our net cash used in operating activities and payments related to long-term debt. 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. 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.

 

22


 

Recent Developments

 

Settlement of Han Litigation.  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. In October 2016, we executed a settlement agreement with Mr. Han with respect to our complaint against Mr. Han. Mr. Han paid us $200 thousand on November 30, 2016 pursuant to the settlement agreement, and we dismissed our claim for any further liquidated damages. On December 2, 2016, the Court signed the stipulation of dismissal and the case was closed.

 

The Issuance of a Note.  We entered into a definitive purchase agreement effective July 6, 2016 with Dr. Peter Chiou, which was assigned to Well Thrive Limited (“Well Thrive”) on August 4, 2016. Pursuant to the agreement, Well Thrive has agreed to subscribe to a $1,615 thousand SemiLEDs Corporation’s 0% interest convertible note (the “Note”) with a September 29, 2017 maturity date. Subject to shareholder approval at our next shareholders meeting, the Note would be convertible, at our option, into a number of shares of SemiLEDs Corporation’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. However, the issuance of the Note is currently pending subject to receipt of the entire Note purchase price. We have received a $500 thousand advance on the total $1,615 thousand Note amount as of November 30, 2016. On December 16, 2016, we sent a formal notice of demand under purchase agreement to Dr. Peter Chiou and Well Thrive and requested them to deliver the $1,115 thousand balance of the Note purchase price by December 31, 2016, which was extended to January 7, 2017, or forfeit the $500 thousand advance on the Note. On January 6, 2017, Well Thrive informed us that it was not prepared to complete the purchase of the Note at this time and demanded the return of the $500 thousand advance and the $2,885 thousand for the shares purchased by Well Thrive.

 

The Sale of the Headquarters Building.  We entered 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 originally paid in three installments, of which the initial installment of $3 million was received on December 14, 2015, $1 million was due on December 31, 2016 and the balance of $1.2 million is due on December 31, 2017. However, as of January 13, 2017, we haven’t received the $1 million due on December 31, 2016 and are in discussion with the strategic partner.

 

Critical Accounting Policies and Estimates

 

There have been no material changes in the matters for which we make critical accounting policies and estimates in the preparation of our unaudited interim condensed consolidated financial statements for the three months ended November 30, 2016 as compared to those disclosed in our 2016 Annual Report.

 

Exchange Rate Information

 

We are a Delaware corporation and, under SEC requirements, must report our financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. At the same time, our subsidiaries use the local currency as their functional currency. For example, the functional currency for Taiwan SemiLEDs is the NT dollar. The assets and liabilities of the subsidiaries are, therefore, translated into U.S. dollars at exchange rates in effect at each balance sheet date, and income and expense accounts are translated at average exchange rates during the period. The resulting translation adjustments are recorded to a separate component of accumulated other comprehensive income (loss) within equity. Any gains and losses from transactions denominated in currencies other than their functional currencies are recognized in the consolidated statements of operations as a separate component of other income (expense). Due to exchange rate fluctuations, such translated amounts may vary from quarter to quarter even in circumstances where such amounts have not materially changed when denominated in their functional currencies.

 

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The translations from NT dollars to U.S. dollars were made at the exchange rates as set forth in the statistical release of the Bank of Taiwan. On November 30, 2016, the exchange rate was 31.87 NT dollars to one U.S. dollar. On January 9, 2017, the exchange rate was 32.10 NT dollars to one U.S. dollar.

 

The following table sets forth, for the periods indicated, information concerning the number of NT dollars for which one U.S. dollar could be exchanged.

 

 

 

 

 

 

 

 

 

 

 

 

 

NT dollars per U.S. dollar

 

 

    

Average(1)

    

High

    

Low

    

Period-End

 

Fiscal 2015

 

31.08

 

32.86

 

29.86

 

32.50

 

Fiscal 2016

 

32.55

 

33.77

 

31.19

 

31.73

 

September 2016

 

31.47

 

31.73

 

31.23

 

31.36

 

October 2016

 

31.56

 

31.77

 

31.32

 

31.56

 

November 2016

 

31.75

 

31.99

 

31.43

 

31.87

 

December 2016

 

31.99

 

32.30

 

31.75

 

32.25

 

January 2017 (through January 9, 2017)

 

32.09

 

32.24

 

31.92

 

32.10

 

 


(1)

Annual averages calculated from month-end rates and monthly averages calculated from daily closing rates.

 

No representation is made that the NT dollar or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars or NT dollars, as the case may be, at any particular rate or at all.

 

Results of Operations

 

Three Months Ended November 30, 2016 Compared to the Three Months Ended November 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended November 30, 

 

 

 

 

 

 

 

 

 

2016

 

2015

 

 

 

 

 

 

 

 

    

 

    

    

% of

    

 

    

    

% of

    

Change

    

Change

 

 

 

 

$

 

Revenues

 

$

 

Revenues

 

$

 

%

 

 

 

 

(in thousands)

 

 

LED chips

 

$

168

 

6

%  

$

175

 

6

%  

$

(7)

 

(4)

%

 

LED components

 

 

1,970

 

73

%  

 

2,249

 

76

%  

 

(279)

 

(12)

%

 

Lighting products

 

 

398

 

15

%  

 

508

 

17

%  

 

(110)

 

(22)

%

 

Other revenues(1)

 

 

166

 

6

%  

 

31

 

1

%  

 

135

 

*

 

 

Total revenues, net

 

 

2,702

 

100

%  

 

2,963

 

100