Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2022 | Jul. 05, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | SemiLEDs Corp | |
Entity Central Index Key | 0001333822 | |
Trading Symbol | LEDS | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2022 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 4,530,154 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Entity Address, Address Line One | 3F, No. 11 Ke Jung Rd | |
Entity Address, Address Line Two | Chu-Nan Site | |
Entity Address, City or Town | Miao-Li County | |
Entity Address, Address Line Three | Hsinchu Science Park, Chu-Nan 350 | |
Entity Address, Country | TW | |
Entity Address, Postal Zip Code | 350 | |
City Area Code | +886 | |
Local Phone Number | 37-586788 | |
Title of 12(b) Security | Common Stock, par value $0.0000056 | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-34992 | |
Entity Tax Identification Number | 20-2735523 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2022 | Aug. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,023 | $ 4,833 |
Restricted cash and cash equivalents | 86 | 90 |
Accounts receivable (including related parties), net of allowance for doubtful accounts of $190 and $199 as of May 31, 2022 and August 31, 2021, respectively | 1,705 | 865 |
Inventories | 4,095 | 3,937 |
Prepaid expenses and other current assets | 153 | 329 |
Total current assets | 9,062 | 10,054 |
Property, plant and equipment, net | 4,483 | 5,244 |
Operating lease right of use assets | 1,648 | 1,635 |
Intangible assets, net | 105 | 126 |
Investments in unconsolidated entities | 966 | 1,011 |
Other assets | 170 | 169 |
TOTAL ASSETS | 16,434 | 18,239 |
CURRENT LIABILITIES: | ||
Current installments of long-term debt | 5,099 | 5,109 |
Accounts payable | 612 | 753 |
Accrued expenses and other current liabilities | 2,508 | 2,783 |
Other payable to related parties | 993 | 764 |
Operating lease liabilities, current | 136 | 98 |
Total current liabilities | 9,348 | 9,507 |
Long-term debt, excluding current installments | 2,080 | 2,569 |
Operating lease liabilities, less current portion | 1,512 | 1,537 |
Total liabilities | 12,940 | 13,613 |
Commitments and contingencies (Note 5) | ||
SemiLEDs stockholders’ equity | ||
Common stock, $0.0000056 par value -7,500 shares authorized; 4,530 shares and 4,460 shares issued and outstanding as of May 31, 2022 and August 31, 2021, respectively | ||
Additional paid-in capital | 182,569 | 182,255 |
Accumulated other comprehensive income | 3,694 | 3,543 |
Accumulated deficit | (182,817) | (181,211) |
Total SemiLEDs stockholders' equity | 3,446 | 4,587 |
Noncontrolling interests | 48 | 39 |
Total equity | 3,494 | 4,626 |
TOTAL LIABILITIES AND EQUITY | $ 16,434 | $ 18,239 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | May 31, 2022 | Aug. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 190 | $ 199 |
Common stock, par value (in dollars per share) | $ 0.0000056 | $ 0.0000056 |
Common stock, shares authorized | 7,500,000 | 7,500,000 |
Common stock, shares issued | 4,530,000 | 4,460,000 |
Common stock, shares outstanding | 4,530,000 | 4,460,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 1,784 | $ 1,439 | $ 5,425 | $ 3,364 |
Cost of revenues | 1,448 | 775 | 4,363 | 2,481 |
Gross profit | 336 | 664 | 1,062 | 883 |
Operating expenses: | ||||
Research and development | 357 | 528 | 1,056 | 1,162 |
Selling, general and administrative | 810 | 730 | 2,333 | 2,078 |
Gain on disposals of long-lived assets, net | (57) | (2) | (196) | (286) |
Total operating expenses | 1,110 | 1,256 | 3,193 | 2,954 |
Loss from operations | (774) | (592) | (2,131) | (2,071) |
Other income (expenses): | ||||
Interest expenses, net | (94) | (94) | (277) | (278) |
Other income, net | 264 | 474 | 1,215 | 951 |
Foreign currency transaction gain (loss), net | (307) | 155 | (395) | 380 |
Total other income (expenses), net | (137) | 535 | 543 | 1,053 |
Loss before income taxes | (911) | (57) | (1,588) | (1,018) |
Net loss | (911) | (57) | (1,588) | (1,018) |
Less: Net income (loss) attributable to noncontrolling interests | 5 | 7 | 18 | (2) |
Net loss attributable to SemiLEDs stockholders | $ (916) | $ (64) | $ (1,606) | $ (1,016) |
Net loss per share attributable to SemiLEDs stockholders: | ||||
Basic | $ (0.20) | $ (0.02) | $ (0.36) | $ (0.25) |
Diluted | $ (0.20) | $ (0.02) | $ (0.36) | $ (0.25) |
Shares used in computing net loss per share attributable to SemiLEDs stockholders: | ||||
Basic | 4,517 | 4,060 | 4,488 | 4,036 |
Diluted | 4,517 | 4,060 | 4,488 | 4,036 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (911) | $ (57) | $ (1,588) | $ (1,018) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustments, net of tax of $0 for all periods presented | 115 | (41) | 149 | (101) |
Comprehensive loss | (796) | (98) | (1,439) | (1,119) |
Comprehensive income (loss) attributable to noncontrolling interests | 4 | 8 | 16 | 1 |
Comprehensive loss attributable to SemiLEDs stockholders | $ (800) | $ (106) | $ (1,455) | $ (1,120) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statement of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total SemiLEDs Shareholders' Equity | Non-Controlling Interests |
BALANCE at Aug. 31, 2020 | $ 2,568 | $ 177,235 | $ 3,647 | $ (178,360) | $ 2,522 | $ 46 | |
BALANCE (in shares) at Aug. 31, 2020 | 4,011 | ||||||
Stock-based compensation | 21 | 21 | 21 | ||||
Change ownership in SBDI* | (12) | (9) | (9) | (3) | |||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | (28) | (29) | (29) | 1 | |||
Net income (loss) | (707) | (697) | (697) | (10) | |||
BALANCE at Nov. 30, 2020 | 1,842 | 177,247 | 3,618 | (179,057) | 1,808 | 34 | |
BALANCE (in shares) at Nov. 30, 2020 | 4,011 | ||||||
BALANCE at Aug. 31, 2020 | 2,568 | 177,235 | 3,647 | (178,360) | 2,522 | 46 | |
BALANCE (in shares) at Aug. 31, 2020 | 4,011 | ||||||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | (101) | ||||||
Net income (loss) | (1,018) | ||||||
BALANCE at May. 31, 2021 | 1,572 | 177,361 | 3,543 | (179,376) | 1,528 | 44 | |
BALANCE (in shares) at May. 31, 2021 | 4,069 | ||||||
BALANCE at Nov. 30, 2020 | 1,842 | 177,247 | 3,618 | (179,057) | 1,808 | 34 | |
BALANCE (in shares) at Nov. 30, 2020 | 4,011 | ||||||
Issuance of common stock under equity incentive plans (in shares) | 47 | ||||||
Stock-based compensation | 66 | 66 | 66 | ||||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | (32) | (33) | (33) | 1 | |||
Net income (loss) | (254) | (255) | (255) | 1 | |||
BALANCE at Feb. 28, 2021 | 1,622 | 177,313 | 3,585 | (179,312) | 1,586 | 36 | |
BALANCE (in shares) at Feb. 28, 2021 | 4,058 | ||||||
Issuance of common stock under equity incentive plans (in shares) | 11 | ||||||
Stock-based compensation | 48 | 48 | 48 | ||||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | (41) | (42) | (42) | 1 | |||
Net income (loss) | (57) | (64) | (64) | 7 | |||
BALANCE at May. 31, 2021 | 1,572 | 177,361 | 3,543 | (179,376) | 1,528 | 44 | |
BALANCE (in shares) at May. 31, 2021 | 4,069 | ||||||
BALANCE at Aug. 31, 2021 | 4,626 | 182,255 | 3,543 | (181,211) | 4,587 | 39 | |
BALANCE (in shares) at Aug. 31, 2021 | 4,460 | ||||||
Stock-based compensation | 43 | 43 | 43 | ||||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | 8 | 9 | 9 | (1) | |||
Net income (loss) | (525) | (518) | (518) | (7) | |||
BALANCE at Nov. 30, 2021 | 4,152 | 182,298 | 3,552 | (181,729) | 4,121 | 31 | |
BALANCE (in shares) at Nov. 30, 2021 | 4,460 | ||||||
BALANCE at Aug. 31, 2021 | 4,626 | 182,255 | 3,543 | (181,211) | 4,587 | 39 | |
BALANCE (in shares) at Aug. 31, 2021 | 4,460 | ||||||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | 149 | ||||||
Net income (loss) | (1,588) | ||||||
BALANCE at May. 31, 2022 | 3,494 | 182,569 | 3,694 | (182,817) | 3,446 | 48 | |
BALANCE (in shares) at May. 31, 2022 | 4,530 | ||||||
BALANCE at Nov. 30, 2021 | 4,152 | 182,298 | 3,552 | (181,729) | 4,121 | 31 | |
BALANCE (in shares) at Nov. 30, 2021 | 4,460 | ||||||
Issuance of common stock under equity incentive plans (in shares) | 54 | ||||||
Stock-based compensation | 154 | 154 | 154 | ||||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | 26 | 26 | 26 | ||||
Net income (loss) | (152) | (172) | (172) | 20 | |||
BALANCE at Feb. 28, 2022 | 4,180 | 182,452 | 3,578 | (181,901) | 4,129 | 51 | |
BALANCE (in shares) at Feb. 28, 2022 | 4,514 | ||||||
Issuance of common stock under equity incentive plans | $ 16 | ||||||
Stock-based compensation | 132 | 132 | 132 | ||||
Issuance of common stock in registered offering | 1 | 1 | 1 | ||||
Change ownership in SBDI* | (23) | (16) | (16) | (7) | |||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | 115 | 116 | 116 | (1) | |||
Net income (loss) | (911) | (916) | (916) | 5 | |||
BALANCE at May. 31, 2022 | $ 3,494 | $ 182,569 | $ 3,694 | $ (182,817) | $ 3,446 | $ 48 | |
BALANCE (in shares) at May. 31, 2022 | 4,530 |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 31, 2022 | Nov. 30, 2021 | May 31, 2021 | Nov. 30, 2020 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ (911) | $ (525) | $ (57) | $ (707) | $ (1,588) | $ (1,018) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 635 | 674 | ||||||
Stock-based compensation expense | 329 | 135 | ||||||
Provisions for inventory write-downs | 176 | 159 | 592 | 555 | ||||
Gain on disposals of long-lived assets, net | (57) | (2) | (196) | (286) | ||||
Loss on disposals of patent | 9 | |||||||
Changes in : | ||||||||
Accounts receivable | (597) | 576 | ||||||
Inventories | (882) | (1,536) | ||||||
Prepaid expenses and other | 104 | 80 | ||||||
Accounts payable | (143) | (35) | ||||||
Accrued expenses and other current liabilities | (126) | 29 | ||||||
Net cash used in operating activities | (1,863) | (826) | $ (1,700) | $ (1,000) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of property, plant and equipment | (69) | (111) | ||||||
Proceeds from sales of property, plant and equipment | 187 | 291 | ||||||
Payments for development of intangible assets | (11) | (12) | ||||||
Net cash provided by investing activities | 107 | 168 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Repayments of long-term debt | (368) | (43) | ||||||
Issuance of common stock in registered offering | 1 | |||||||
Acquisition of noncontrolling interests | (23) | (12) | ||||||
Net cash used in financing activities | (390) | (55) | ||||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 327 | (438) | ||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (1,819) | (1,151) | ||||||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period | $ 5,028 | $ 3,012 | 5,028 | 3,012 | 3,012 | |||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—End of period | $ 3,209 | $ 1,861 | 3,209 | 1,861 | $ 5,028 | $ 3,012 | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
Accrual related to property, plant and equipment | $ 56 | $ 3 |
Business
Business | 9 Months Ended |
May 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 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 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 the United States, Japan, Germany, Taiwan and Netherlands. As of May 31, 2022, SemiLEDs had two wholly owned subsidiaries. SemiLEDs Optoelectronics Co., Ltd., or Taiwan SemiLEDs, is the Company’s wholly owned operating subsidiary, where a substantial portion of the assets is held and located, and where a portion of our research, development, manufacturing and sales activities take place. Taiwan SemiLEDs owns a 97 % 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 trades on the NASDAQ Capital Market under the symbol “LEDS”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 29, 2021. The unaudited condensed consolidated balance sheet as of August 31, 2021 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, 2022, the statements of operations and comprehensive loss for the three and nine months ended May 31, 2022 and 2021, the statement of changes in equity for the three and nine months ended May 31, 2022 and 2021, and the statements of cash flows for the nine months ended May 31, 2022 and 2021. The results for the three or nine months ended May 31, 2022 are not necessarily indicative of the results to be expected for the year ending August 31, 2022. Going Concern — 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 $ 3.9 million and $ 2.1 million, and net cash used in operating activities of $ 1.7 million and $ 1.0 million for the years ended August 31, 2021 and 2020, respectively. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern, even though gross profit on product sales was $ 1.0 million for the year ended August 31, 2021 compared to $ 1.6 million for the year ended August 31, 2020. Loss from operations for the three and nine months ended May 31, 2022 was $ 774 thousand and $ 2.1 million, respectively. Net cash used in operating activities for the nine months ended May 31, 2022 was $ 1.9 million. Moreover, at May 31, 2022, the Company’s cash and cash equivalents had decreased to $ 3.0 million. 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. • 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 potential equity offerings, including sales through an at-the-market, or ATM, program, 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 will be adequate to satisfy its liquidity requirements for the twelve months after the date that the financial statements are issued, 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. Restricted Cash Equivalents —Restricted cash primarily consists of cash held in reserved bank accounts in Taiwan. As of May 31, 2022 and August 31, 2021, the Company’s restricted cash equivalents at current portion amounted $ 86 thousand and $ 90 thousand, respectively. As of May 31, 2022 and August 31, 2021, the Company’s restricted cash at noncurrent portion, which was recorded as other assets, amounted to $ 100 thousand and $ 105 thousand, respectively. Revenue Recognition —Effective September 1, 2018, the Company adopted ASC 606 using the modified retrospective transition method. The Company applied the following five steps to achieve the core principles of ASC 606: 1) identified the contract with a customer; 2) identified the performance obligations (promises) in the contract; 3) determined the transaction price; 4) allocated the transaction price to the performance obligations in the contract; and 5) recognized revenue when (or as) the Company satisfies a performance obligation. The Company recognizes the amount of revenue when the Company satisfies a performance obligation to which it expects to be entitled for the transfer of promised goods or services to customers. The Company obtains written purchase authorizations from its customers as evidence of an arrangement and these authorizations generally provide for a specified amount of product at a fixed price. Generally, the Company considers delivery to have occurred at the time of shipment as this is generally when title and risk of loss for the products will pass to the customer. The Company provides its customers with limited rights of return for non‑conforming shipments and product warranty claims. Based on historical return percentages, which have not been material to date, and other relevant factors, the Company estimates its potential future exposure on recorded product sales, which reduces product revenues in the consolidated statements of operations and reduces accounts receivable in the consolidated balance sheets. The Company also provides standard product warranties on its products, which generally range from three months to two years . Management estimates the Company’s warranty obligations as a percentage of revenues, based on historical knowledge of warranty costs and other relevant factors. To date, the related estimated warranty provisions have been insignificant. 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. On September 1, 2018, the Company adopted ASC 825-10, “Financial Instruments- Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. This standard allows equity investments that do not have readily determinable fair values to be re-measured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The standard also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring assessment for impairment qualitatively at each reporting period. Investments in which the Company has the ability to exercise significant influence over the investee but not a controlling financial interest, are accounted for using the equity method of accounting and are not consolidated. These investments are in joint ventures that are not subject to consolidation under the variable interest model, and for which the Company: (i) does not have a majority voting interest that would allow it to control the investee, or (ii) has a majority voting interest but for which other shareholders have significant participating rights, but for which the Company has the ability to exercise significant influence over operating and financial policies. Under the equity method, investments are stated at cost after adding or removing the Company’s portion of equity in undistributed earnings or losses, respectively. The Company’s investment in these equity‑method entities is reported in the consolidated balance sheets in investments in unconsolidated entities, and the Company’s share of the income or loss of these equity‑method entities, after the elimination of unrealized intercompany profits, is reported in the consolidated statements of operations in equity in losses from unconsolidated entities. When net losses from an equity‑method investee exceed its carrying amount, the carrying amount of the investment is reduced to zero. The Company then suspends using the equity method to provide for additional losses unless the Company has guaranteed obligations or is otherwise committed to provide further financial support to the equity‑method investee. The Company resumes accounting for the investment under the equity method if the investee subsequently returns to profitability and the Company’s share of the investee’s income exceeds its share of the cumulative losses that have not been previously recognized during the period the equity method is suspended. Investments in entities that are not consolidated or accounted for under the equity method are recorded as investments without readily determinable fair values. Investments without readily determinable fair values are reported on the consolidated balance sheets in investments in unconsolidated entities, at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Dividend income, if any, received is reported in the consolidated statements of operations in equity in losses from unconsolidated entities. If the fair value of an equity investment declines below its respective carrying amount and the decline is determined to be other‑than‑temporary, the investment will be written down to its fair value. 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 collectability 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 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 deposits. As of May 31, 2022 and August 31, 2021, cash and cash equivalents of the Company consisted of the following (in thousands): May 31, August 31, Cash and Cash Equivalents by Location 2022 2021 United States; Denominated in U.S. dollars $ 1,256 $ 1,162 Taiwan; Denominated in U.S. dollars 1,279 3,405 Denominated in New Taiwan dollars 44 47 Denominated in other currencies 444 219 Total cash and cash equivalents $ 3,023 $ 4,833 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 collectability of its customer accounts. Management regularly reviews the allowance by considering certain factors, such as historical experience, industry data, credit quality, ages 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 86 % and 88 % of the Company’s total net revenues for the three and nine months ended May 31, 2022, respectively, and 89 % and 78 % of the Company’s net revenues for the three and nine months ended May 31, 2021, respectively. The Company’s revenues have been concentrated in a few select markets, including the United States, Japan, Germany, Taiwan and Netherlands. Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 88 % and 88 % of the Company’s net revenues for the three and nine months ended May 31, 2022, respectively, and 82 % and 82 % of the Company’s net revenues for the three and nine months ended May 31, 2021, 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. On September 1, 2018, Taiwan Bandaoti Zhaoming Co., Ltd. (“SBDI”), the Company’s then wholly owned operating subsidiary, issued 414,000 common shares and amended its certificate of incorporation to increase its common stock issued from 12,087,715 to 12,501,715 shares. As of the issuance date, the increased capital of $ 176 thousand (NT$ 5.4 million) has been received in full amount by Taiwan Bandaoti Zhaoming Co., Ltd. The Company did not subscribe for any newly issued common shares at the issuance date; as a result, noncontrolling interest in SBDI increased from zero to 3.31 %. From January 2019 to September 2020, the Company purchased additional 33,000 common shares of SBDI from non-controlling shareholders. From March 2022 to May 2022, the Company purchased additional 52,000 common shares of SBDI from non-controlling shareholders. Therefore, the noncontrolling interest in SBDI was down to 2.63 % as of May 31, 2022. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but only if adopted as of the beginning of such fiscal year. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
May 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components Inventories Inventories as of May 31, 2022 and August 31, 2021 consisted of the following (in thousands): May 31, August 31, 2022 2021 Raw materials $ 552 $ 564 Work in process 1,227 1,217 Finished goods 2,316 2,156 Total $ 4,095 $ 3,937 Inventory write-downs to estimated net realizable values were $ 176 thousand and $ 592 thousand for the three and nine months ended May 31, 2022, respectively, and $ 159 thousand and $ 555 thousand for the three and nine months ended May 31, 2021, respectively. Property, Plant and Equipment Property, plant and equipment as of May 31, 2022 and August 31, 2021 consisted of the following (in thousands): May 31, August 31, 2022 2021 Buildings and improvements $ 14,329 $ 14,997 Machinery and equipment 29,147 34,421 Leasehold improvements 169 176 Other equipment 2,410 2,547 Construction in progress 11 — Total property, plant and equipment 46,066 52,141 Less: Accumulated depreciation and amortization ( 41,583 ) ( 46,897 ) Property, plant and equipment, net $ 4,483 $ 5,244 Intangible Assets Intangible assets as of May 31, 2022 and August 31, 2021 consisted of the following (in thousands): May 31, 2022 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ 601 $ 496 $ 105 Acquired technology 5 350 350 — Total $ 951 $ 846 $ 105 August 31, 2021 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ 627 $ 501 $ 126 Acquired technology 5 367 367 — Total $ 994 $ 868 $ 126 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 9 Months Ended |
May 31, 2022 | |
Investments In Unconsolidated Entities Disclosure [Abstract] | |
Investments in Unconsolidated Entities | 4. Investments in Unconsolidated Entities The Company’s ownership interest and carrying amounts of investments in unconsolidated entities as of May 31, 2022 and August 31, 2021 consisted of the following (in thousands, except percentages): May 31, 2022 August 31, 2021 Percentage Percentage Ownership Amount Ownership Amount Equity method investments: Equity investment without readily determinable fair value Various $ 966 Various $ 1,011 Total investments in unconsolidated entities $ 966 $ 1,011 There were no dividends received from unconsolidated entities through May 31, 2022. Equity Investments without Readily Determinable Fair Value Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the Company) which do not have readily determinable fair values are recorded as equity investment without readily determinable fair value. All equity investments without readily determinable fair value are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuers. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 include cancelable and noncancelable and which expire at various dates between December 2024 and December 2040 . Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company did not combine lease and non-lease components. Most leases do not include options to renew. The exercise of lease renewal options has to be agreed by the lessors. The depreciable life of assets and leasehold improvements are limited by the term of leases, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense related to these noncancelable operating leases was $ 36 thousand and $ 120 thousand for three months and nine months ended May 31, 2022, respectively. Lease expense related to these noncancelable operating leases was $ 42 thousand and $ 123 thousand for three months and nine months ended May 31, 2021, respectively. Balance sheet information related to the Company’s leases is presented below: May 31, 2022 August 31, 2021 Assets Operating lease right of use assets $ 1,648 $ 1,635 Liabilities Operating lease liabilities, current portion $ 136 $ 98 Operating lease liabilities, less current portion 1,512 1,537 Total $ 1,648 $ 1,635 The following provides details of the Company’s lease expenses: Three Months Ended May 31, 2022 2021 Operating lease expenses, net $ 36 42 Nine Months Ended May 31, 2022 2021 Operating lease expenses, net $ 120 123 Other information related to leases is presented below: Nine Months Ended May 31, 2022 2021 Cash Paid for amounts Included In Measurement of Liabilities: Operating cash flows from operating leases $ 120 $ 123 Weighted Average Remaining Lease Term: Operating leases 16.72 years 18.82 years Weighted Average Discount Rate Operating leases 1.76 % 1.76 % As most of the Company’s leases do not provide an implicit rate, the Company uses its average borrowing rate from non-related parties of 1.76 % based on the information available at commencement date in determining the present value of lease payments. The aggregate future noncancelable minimum rental payments for the Company’s operating leases as of May 31, 2022 consisted of the following (in thousands): Operating Years Ending August 31, Leases Remainder of 2022 $ 41 2023 164 2024 164 2025 121 2026 100 Thereafter 1,309 Total future minimum lease payments, undiscounted 1,899 Less: Imputed interest 251 Present value of future minimum lease payments $ 1,648 Purchase Obligations —The Company had purchase commitments for inventory, property, plant and equipment in the amount of $ 127 thousand and $ 101 thousand as of May 31, 2022 and August 31, 2021, 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. As of May 31 2022, 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. |
Common Stock
Common Stock | 9 Months Ended |
May 31, 2022 | |
Common Stock [Abstract] | |
Common Stock | 6. Common Stock In June 2021, the Company and Well Thrive Ltd., entered into an Agreement Regarding Satisfaction of Judgment dated June 14, 2021 (the “Settlement Agreement”) pursuant to which the Company issued 35,365 shares (the “Shares”) of common stock to Well Thrive Ltd., valued at $ 650,000 . The Shares were issued to satisfy the amount payable under the Settlement Agreement and, accordingly, no cash proceeds were received by the Company from the issuance of the Shares. On July 6, 2021, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”). In accordance with the terms of the Sales Agreement, the Company may offer and sell from time to time through the Agent the Company’s common stock having an aggregate offering price of up to $ 20,000,000 (the “Placement Shares”). Sales of the Placement Shares, if any, will be made on Nasdaq at market prices by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended. The Company paid a commission to the Agent of 3.0 % of the gross proceeds of the sale of the Placement Shares sold under the Agreement and reimburse the Agent for certain expenses. In July 2021, 344,391 shares of the Company’s common stock were issued for gross proceeds of $ 4,175,225 , before placement agent fees and legal fees of $ 126,576 . In April 2022, we sold 200 shares of the Company’s common stock for gross proceeds of $ 690 , before placement agent fees and bank fees of $ 146 . |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
May 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 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. On July 31, 2019, the stockholders approved an increase in the authorized share reserve under the 2010 plan by an additional 500 thousand shares, to extend expiration of the 2010 Plan to November 3, 2023 , to remove the IRS Code section 162(m) provisions, and to modify the maximum grant limit to 35 thousand shares to one person in a one year period. On September 25, 2020, the stockholders approved an amendment to the 2010 Equity Incentive Plan to increase the authorized shares reserve by an additional 400 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 1,421 thousand and 1,421 thousand shares was reserved for issuance under the 2010 Plan, respectively, as of May 31, 2022 and 2021. As of May 31, 2022 and 2021, there were 820 thousand and 1,037 thousand shares of common stock available for future issuance under the equity incentive plans, respectively. In November 2021, SemiLEDs granted 15 thousand restricted stock units to its directors that vest 25 % every three months on February 12, 2022, May 12, 2022, August 12, 2022 and November 12, 2022. In the event that the 2022 annual meeting falls before November 12, 2022, 100% of the stock units shall immediately vest on the date of the 2022 annual meeting. The grant-date fair value of the restricted stock units was $ 7.10 per unit. In November 2021, SemiLEDs granted 98.5 thousand restricted stock units to its employees, which vest 12.5 % every three months on the vesting commencement date of November 2021 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $ 7.10 per unit. In November 2020, SemiLEDs granted 15 thousand restricted stock units to its directors, which vested 25 % on February 12, 2021, May 12, 2021 and August 12, 2021. The remaining stock units vested on September 24, 2021, the date of the 2021 annual meeting. The grant-date fair value of the restricted stock units was $ 3.00 per unit. In November 2020, SemiLEDs granted 33 thousand restricted stock units to its employees, which vested 25 % on each of February 12, 2021, May 12, 2021, August 12, 2021 and November 12, 2021. The grant-date fair value of the restricted stock units was $ 3.00 per unit. In January 2020, SemiLEDs granted 136 thousand restricted stock units to its employees, which vested 25 % on each of January 10, 2021 and January 10, 2022 and will vest 25% each year on January 10, 2023 and 2024 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $ 2.39 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 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, 2022 and 2021 was as follows (in thousands): Three Months Ended Nine Months Ended May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021 Cost of revenues $ 35 $ 14 $ 89 $ 38 Research and development 36 11 90 30 Selling, general and administrative 61 23 150 67 $ 132 $ 48 $ 329 $ 135 |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 9 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock | 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 Nine Months Ended May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021 Stock units and stock options to purchase common 1 73 93 77 |
Income Taxes
Income Taxes | 9 Months Ended |
May 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company’s income (loss) before income taxes for the three and nine months ended May 31, 2022 and 2021 consisted of the following (in thousands): Three Months Ended Nine Months Ended May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021 U.S. operations $ ( 265 ) $ ( 208 ) $ ( 595 ) $ ( 546 ) Foreign operations ( 646 ) 151 ( 993 ) ( 472 ) Income (loss) before income taxes $ ( 911 ) $ ( 57 ) $ ( 1,588 ) $ ( 1,018 ) Unrecognized Tax Benefits On December 22, 2017, the U.S. Tax Cuts and Jobs Act was adopted, which among other effects, reduced the U.S. federal corporate income tax rate to 21 % from 34 % (or 35% in certain cases) beginning in 2018, requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years , makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. Provisional estimate of the Company is that no tax will be due under this provision. As of both May 31 2022 and August 31, 2021, 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 2017 through 2020 remain open in most jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for tax years before 2016. The Company is not currently under examination by income tax authorities in federal, state or foreign jurisdictions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 0. Related Party Transactions On November 25, 2019 and on December 10, 2019, the Company issued convertible unsecured promissory notes (the “Notes”) to J.R. Simplot Company, its largest shareholder, and Trung Doan, its Chairman and Chief Executive Officer, (together, the “Holders”) with a principal sum of $ 1.5 million and $ 500 thousand, respectively, and an annual interest rate of 3.5 %. Principal and accrued interest shall be due on demand by the Holders on and at any time after May 30, 2021 . On February 7, 2020, J.R. Simplot Company assigned all of its right, title and interest in and to Simplot Taiwan Inc. The outstanding principal and unpaid accrued interest of the Notes may be converted into the Company’s common stock based on a conversion price of $ 3.00 per share, at the option of the Holders any time from the date of the Notes. On May 25, 2020, each of the Holders converted $ 300,000 of the Notes into 100,000 shares of the Company’s common stock. On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and were scheduled to mature on May 30, 2022 , and on May 26, 2022, the Notes were further extended with the same terms and interest rate for one year and now mature on May 30, 2023 . As of May 31, 2022 and August 31, 2021, the outstanding principal of these notes totaled $ 1.4 million. On January 8, 2019, the Company entered into loan agreements with each of the Chairman and Chief Executive Officer and the largest shareholder of the Company, with aggregate amounts of $ 1.7 million and $ 1.5 million, respectively, and an annual interest rate of both 8 %. All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the cancelled proposed sale of the Company’s headquarters building pursuant to the agreement dated December 15, 2015. The Company was required to repay the loans of $ 1.5 million on January 14, 2021 and $ 1.7 million on January 22, 2021 , respectively, unless the loans were sooner accelerated pursuant to the loan agreements. On January 16, 2021, the maturity date of these loans was extended with same terms and interest rate for one year to January 15, 2022 , and on January 14, 2022, the maturity date of these loans was further extended with same terms and interest rate for one more year to January 15, 2023 . As of February 28, 2022 and August 31, 2021, these loans totaled $ 3.2 million. The loans are secured by a second priority security interest on the headquarters building of the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
May 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events The Company has analyzed its operations subsequent to May 31, 2022 to the date these unaudited condensed consolidated financial statements were issued, finding that the impact of COVID-19 on the Company is unknown at this time and the financial consequences of this situation cause uncertainty as to the future and its effects on the economy and the Company. Except for the above, the Company has determined that it does not have any material subsequent events to disclose in these unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 29, 2021. The unaudited condensed consolidated balance sheet as of August 31, 2021 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, 2022, the statements of operations and comprehensive loss for the three and nine months ended May 31, 2022 and 2021, the statement of changes in equity for the three and nine months ended May 31, 2022 and 2021, and the statements of cash flows for the nine months ended May 31, 2022 and 2021. The results for the three or nine months ended May 31, 2022 are not necessarily indicative of the results to be expected for the year ending August 31, 2022. |
Going Concern | Going Concern — 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 $ 3.9 million and $ 2.1 million, and net cash used in operating activities of $ 1.7 million and $ 1.0 million for the years ended August 31, 2021 and 2020, respectively. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern, even though gross profit on product sales was $ 1.0 million for the year ended August 31, 2021 compared to $ 1.6 million for the year ended August 31, 2020. Loss from operations for the three and nine months ended May 31, 2022 was $ 774 thousand and $ 2.1 million, respectively. Net cash used in operating activities for the nine months ended May 31, 2022 was $ 1.9 million. Moreover, at May 31, 2022, the Company’s cash and cash equivalents had decreased to $ 3.0 million. 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. • 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 potential equity offerings, including sales through an at-the-market, or ATM, program, 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 will be adequate to satisfy its liquidity requirements for the twelve months after the date that the financial statements are issued, 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. |
Restricted Cash Equivalents | Restricted Cash Equivalents —Restricted cash primarily consists of cash held in reserved bank accounts in Taiwan. As of May 31, 2022 and August 31, 2021, the Company’s restricted cash equivalents at current portion amounted $ 86 thousand and $ 90 thousand, respectively. As of May 31, 2022 and August 31, 2021, the Company’s restricted cash at noncurrent portion, which was recorded as other assets, amounted to $ 100 thousand and $ 105 thousand, respectively. |
Revenue Recognition | Revenue Recognition —Effective September 1, 2018, the Company adopted ASC 606 using the modified retrospective transition method. The Company applied the following five steps to achieve the core principles of ASC 606: 1) identified the contract with a customer; 2) identified the performance obligations (promises) in the contract; 3) determined the transaction price; 4) allocated the transaction price to the performance obligations in the contract; and 5) recognized revenue when (or as) the Company satisfies a performance obligation. The Company recognizes the amount of revenue when the Company satisfies a performance obligation to which it expects to be entitled for the transfer of promised goods or services to customers. The Company obtains written purchase authorizations from its customers as evidence of an arrangement and these authorizations generally provide for a specified amount of product at a fixed price. Generally, the Company considers delivery to have occurred at the time of shipment as this is generally when title and risk of loss for the products will pass to the customer. The Company provides its customers with limited rights of return for non‑conforming shipments and product warranty claims. Based on historical return percentages, which have not been material to date, and other relevant factors, the Company estimates its potential future exposure on recorded product sales, which reduces product revenues in the consolidated statements of operations and reduces accounts receivable in the consolidated balance sheets. The Company also provides standard product warranties on its products, which generally range from three months to two years . Management estimates the Company’s warranty obligations as a percentage of revenues, based on historical knowledge of warranty costs and other relevant factors. To date, the related estimated warranty provisions have been insignificant. |
Principles of Consolidation | 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. On September 1, 2018, the Company adopted ASC 825-10, “Financial Instruments- Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. This standard allows equity investments that do not have readily determinable fair values to be re-measured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The standard also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring assessment for impairment qualitatively at each reporting period. Investments in which the Company has the ability to exercise significant influence over the investee but not a controlling financial interest, are accounted for using the equity method of accounting and are not consolidated. These investments are in joint ventures that are not subject to consolidation under the variable interest model, and for which the Company: (i) does not have a majority voting interest that would allow it to control the investee, or (ii) has a majority voting interest but for which other shareholders have significant participating rights, but for which the Company has the ability to exercise significant influence over operating and financial policies. Under the equity method, investments are stated at cost after adding or removing the Company’s portion of equity in undistributed earnings or losses, respectively. The Company’s investment in these equity‑method entities is reported in the consolidated balance sheets in investments in unconsolidated entities, and the Company’s share of the income or loss of these equity‑method entities, after the elimination of unrealized intercompany profits, is reported in the consolidated statements of operations in equity in losses from unconsolidated entities. When net losses from an equity‑method investee exceed its carrying amount, the carrying amount of the investment is reduced to zero. The Company then suspends using the equity method to provide for additional losses unless the Company has guaranteed obligations or is otherwise committed to provide further financial support to the equity‑method investee. The Company resumes accounting for the investment under the equity method if the investee subsequently returns to profitability and the Company’s share of the investee’s income exceeds its share of the cumulative losses that have not been previously recognized during the period the equity method is suspended. Investments in entities that are not consolidated or accounted for under the equity method are recorded as investments without readily determinable fair values. Investments without readily determinable fair values are reported on the consolidated balance sheets in investments in unconsolidated entities, at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Dividend income, if any, received is reported in the consolidated statements of operations in equity in losses from unconsolidated entities. If the fair value of an equity investment declines below its respective carrying amount and the decline is determined to be other‑than‑temporary, the investment will be written down to its fair value. |
Use of Estimates | 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 collectability 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 | 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 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 | 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 | 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 May 31, 2022 and August 31, 2021, cash and cash equivalents of the Company consisted of the following (in thousands): May 31, August 31, Cash and Cash Equivalents by Location 2022 2021 United States; Denominated in U.S. dollars $ 1,256 $ 1,162 Taiwan; Denominated in U.S. dollars 1,279 3,405 Denominated in New Taiwan dollars 44 47 Denominated in other currencies 444 219 Total cash and cash equivalents $ 3,023 $ 4,833 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 collectability of its customer accounts. Management regularly reviews the allowance by considering certain factors, such as historical experience, industry data, credit quality, ages 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 86 % and 88 % of the Company’s total net revenues for the three and nine months ended May 31, 2022, respectively, and 89 % and 78 % of the Company’s net revenues for the three and nine months ended May 31, 2021, respectively. The Company’s revenues have been concentrated in a few select markets, including the United States, Japan, Germany, Taiwan and Netherlands. Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 88 % and 88 % of the Company’s net revenues for the three and nine months ended May 31, 2022, respectively, and 82 % and 82 % of the Company’s net revenues for the three and nine months ended May 31, 2021, respectively. |
Noncontrolling Interests | 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. On September 1, 2018, Taiwan Bandaoti Zhaoming Co., Ltd. (“SBDI”), the Company’s then wholly owned operating subsidiary, issued 414,000 common shares and amended its certificate of incorporation to increase its common stock issued from 12,087,715 to 12,501,715 shares. As of the issuance date, the increased capital of $ 176 thousand (NT$ 5.4 million) has been received in full amount by Taiwan Bandaoti Zhaoming Co., Ltd. The Company did not subscribe for any newly issued common shares at the issuance date; as a result, noncontrolling interest in SBDI increased from zero to 3.31 %. From January 2019 to September 2020, the Company purchased additional 33,000 common shares of SBDI from non-controlling shareholders. From March 2022 to May 2022, the Company purchased additional 52,000 common shares of SBDI from non-controlling shareholders. Therefore, the noncontrolling interest in SBDI was down to 2.63 % as of May 31, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but only if adopted as of the beginning of such fiscal year. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
May 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents by location | As of May 31, 2022 and August 31, 2021, cash and cash equivalents of the Company consisted of the following (in thousands): May 31, August 31, Cash and Cash Equivalents by Location 2022 2021 United States; Denominated in U.S. dollars $ 1,256 $ 1,162 Taiwan; Denominated in U.S. dollars 1,279 3,405 Denominated in New Taiwan dollars 44 47 Denominated in other currencies 444 219 Total cash and cash equivalents $ 3,023 $ 4,833 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
May 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of inventories | Inventories as of May 31, 2022 and August 31, 2021 consisted of the following (in thousands): May 31, August 31, 2022 2021 Raw materials $ 552 $ 564 Work in process 1,227 1,217 Finished goods 2,316 2,156 Total $ 4,095 $ 3,937 |
Schedule of property, plant and equipment | Property, plant and equipment as of May 31, 2022 and August 31, 2021 consisted of the following (in thousands): May 31, August 31, 2022 2021 Buildings and improvements $ 14,329 $ 14,997 Machinery and equipment 29,147 34,421 Leasehold improvements 169 176 Other equipment 2,410 2,547 Construction in progress 11 — Total property, plant and equipment 46,066 52,141 Less: Accumulated depreciation and amortization ( 41,583 ) ( 46,897 ) Property, plant and equipment, net $ 4,483 $ 5,244 |
Schedule of intangible assets | Intangible assets as of May 31, 2022 and August 31, 2021 consisted of the following (in thousands): May 31, 2022 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ 601 $ 496 $ 105 Acquired technology 5 350 350 — Total $ 951 $ 846 $ 105 August 31, 2021 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ 627 $ 501 $ 126 Acquired technology 5 367 367 — Total $ 994 $ 868 $ 126 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 9 Months Ended |
May 31, 2022 | |
Investments In Unconsolidated Entities Disclosure [Abstract] | |
Schedule of ownership interest and carrying amounts of investments in unconsolidated entities | The Company’s ownership interest and carrying amounts of investments in unconsolidated entities as of May 31, 2022 and August 31, 2021 consisted of the following (in thousands, except percentages): May 31, 2022 August 31, 2021 Percentage Percentage Ownership Amount Ownership Amount Equity method investments: Equity investment without readily determinable fair value Various $ 966 Various $ 1,011 Total investments in unconsolidated entities $ 966 $ 1,011 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
May 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of balance sheet information related to leases | Balance sheet information related to the Company’s leases is presented below: May 31, 2022 August 31, 2021 Assets Operating lease right of use assets $ 1,648 $ 1,635 Liabilities Operating lease liabilities, current portion $ 136 $ 98 Operating lease liabilities, less current portion 1,512 1,537 Total $ 1,648 $ 1,635 |
Schedule of lease expenses and related cash flows | The following provides details of the Company’s lease expenses: Three Months Ended May 31, 2022 2021 Operating lease expenses, net $ 36 42 Nine Months Ended May 31, 2022 2021 Operating lease expenses, net $ 120 123 Other information related to leases is presented below: Nine Months Ended May 31, 2022 2021 Cash Paid for amounts Included In Measurement of Liabilities: Operating cash flows from operating leases $ 120 $ 123 Weighted Average Remaining Lease Term: Operating leases 16.72 years 18.82 years Weighted Average Discount Rate Operating leases 1.76 % 1.76 % |
Schedule of aggregate future noncancelable minimum rental payments for the operating leases | The aggregate future noncancelable minimum rental payments for the Company’s operating leases as of May 31, 2022 consisted of the following (in thousands): Operating Years Ending August 31, Leases Remainder of 2022 $ 41 2023 164 2024 164 2025 121 2026 100 Thereafter 1,309 Total future minimum lease payments, undiscounted 1,899 Less: Imputed interest 251 Present value of future minimum lease payments $ 1,648 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
May 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of the stock-based compensation expense | A summary of the stock-based compensation expense for the three and nine months ended May 31, 2022 and 2021 was as follows (in thousands): Three Months Ended Nine Months Ended May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021 Cost of revenues $ 35 $ 14 $ 89 $ 38 Research and development 36 11 90 30 Selling, general and administrative 61 23 150 67 $ 132 $ 48 $ 329 $ 135 |
Net Loss Per Share of Common _2
Net Loss Per Share of Common Stock (Tables) | 9 Months Ended |
May 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of stock-based compensation plan awards were excluded from the computation of diluted 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 Nine Months Ended May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021 Stock units and stock options to purchase common 1 73 93 77 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
May 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (loss) before income taxes | The Company’s income (loss) before income taxes for the three and nine months ended May 31, 2022 and 2021 consisted of the following (in thousands): Three Months Ended Nine Months Ended May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021 U.S. operations $ ( 265 ) $ ( 208 ) $ ( 595 ) $ ( 546 ) Foreign operations ( 646 ) 151 ( 993 ) ( 472 ) Income (loss) before income taxes $ ( 911 ) $ ( 57 ) $ ( 1,588 ) $ ( 1,018 ) |
Business (Details)
Business (Details) | 9 Months Ended |
May 31, 2022 Subsidiary | |
Business | |
Date of entity incorporation | Jan. 04, 2005 |
Number of wholly owned subsidiaries | 2 |
Taiwan Bandaoti Zhaoming Co., Ltd. | Taiwan SemiLEDs | |
Business | |
Ownership interest (as a percent) | 97% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Presentation and Use of Estimates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | |
Accounting Policies [Abstract] | ||||||
Losses from operations | $ 774 | $ 592 | $ 2,131 | $ 2,071 | $ 3,900 | $ 2,100 |
Gross profits (losses) on product sales | 336 | $ 664 | 1,062 | 883 | 1,000 | 1,600 |
Net cash used in operating activities | 1,863 | $ 826 | 1,700 | $ 1,000 | ||
Cash and cash equivalents | $ 3,023 | $ 3,023 | $ 4,833 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Others (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2022 | Aug. 31, 2021 | |
Restricted Cash and Cash Equivalents | ||
Restricted Cash Equivalents, Current | $ 86 | $ 90 |
Restricted Cash, Noncurrent | $ 100 | $ 105 |
Revenues Recognition | ||
Minimum warranty period | 3 months | |
Maximum warranty period | 2 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | |
Concentration Risk [Line Items] | |||||
Cash and cash equivalents | $ 3,023 | $ 3,023 | $ 4,833 | ||
Net revenues | Customer concentration | Top Ten Customers | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (as a percent) | 86% | 89% | 88% | 78% | |
United States | U.S. Dollars | |||||
Concentration Risk [Line Items] | |||||
Cash and cash equivalents | $ 1,256 | $ 1,256 | 1,162 | ||
Taiwan | U.S. Dollars | |||||
Concentration Risk [Line Items] | |||||
Cash and cash equivalents | 1,279 | 1,279 | 3,405 | ||
Taiwan | New Taiwan Dollars | |||||
Concentration Risk [Line Items] | |||||
Cash and cash equivalents | 44 | 44 | 47 | ||
Taiwan | Other currencies | |||||
Concentration Risk [Line Items] | |||||
Cash and cash equivalents | $ 444 | $ 444 | $ 219 | ||
Few Select Markets, Including the United States, Japan, Germany, Taiwan and Netherlands | Net revenues | Geographic concentration | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (as a percent) | 88% | 82% | 88% | 82% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Noncontrolling Interests (Details) $ in Thousands, $ in Millions | 3 Months Ended | 21 Months Ended | ||||
Sep. 01, 2018 USD ($) shares | Sep. 01, 2018 TWD ($) shares | May 31, 2022 shares | Sep. 30, 2020 shares | Aug. 31, 2021 shares | Aug. 31, 2018 shares | |
Minority Interest [Line Items] | ||||||
Common stock, shares issued | 4,530,000 | 4,460,000 | ||||
Taiwan Bandaoti Zhaoming Co., Ltd. | ||||||
Minority Interest [Line Items] | ||||||
Common stock issued during period, shares | 414,000 | 414,000 | ||||
Common stock, shares issued | 12,501,715 | 12,501,715 | 12,087,715 | |||
Common stock issued during period, value | $ 176 | $ 5.4 | ||||
Noncontrolling interest (as percentage) | 3.31% | 3.31% | 2.63% | 0% | ||
Taiwan Bandaoti Zhaoming Co., Ltd. | Taiwan SemiLEDs | ||||||
Minority Interest [Line Items] | ||||||
Common shares purchased form non-controlling interests | 52,000 | 33,000 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |||||
Raw materials | $ 552 | $ 552 | $ 564 | ||
Work in process | 1,227 | 1,227 | 1,217 | ||
Finished goods | 2,316 | 2,316 | 2,156 | ||
Total | 4,095 | 4,095 | $ 3,937 | ||
Inventory write-downs | $ 176 | $ 159 | $ 592 | $ 555 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | May 31, 2022 | Aug. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 46,066 | $ 52,141 |
Less: Accumulated depreciation and amortization | (41,583) | (46,897) |
Property, plant and equipment, net | 4,483 | 5,244 |
Buildings and improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 14,329 | 14,997 |
Machinery and equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 29,147 | 34,421 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 169 | 176 |
Other equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 2,410 | $ 2,547 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 11 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
May 31, 2022 | Aug. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 951 | $ 994 |
Accumulated Amortization | 846 | 868 |
Total | $ 105 | $ 126 |
Patents and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 601 | $ 627 |
Accumulated Amortization | 496 | 501 |
Total | $ 105 | $ 126 |
Acquired technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 350 | $ 367 |
Accumulated Amortization | $ 350 | $ 367 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2022 | Aug. 31, 2021 | |
Investments in unconsolidated entities | ||
Equity investment without readily determinable fair value | $ 966 | $ 1,011 |
Total investments in unconsolidated entities | 966 | $ 1,011 |
Unconsolidated Entities | ||
Investments in unconsolidated entities | ||
Dividend received from unconsolidated entities | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | |
Commitments and Contingencies | |||||
Operating lease agreements, description | The Company has several operating leases with unrelated parties, primarily for land, plant and office spaces in Taiwan, which include cancelable and noncancelable and which expire at various dates between December 2024 and December 2040. | ||||
Lease expense related to noncancelable operating leases | $ 36 | $ 42 | $ 120 | $ 123 | |
ASSETS | |||||
Operating lease right of use assets | 1,648 | 1,648 | $ 1,635 | ||
Liabilities | |||||
Operating lease liabilities, current portion | 136 | 136 | 98 | ||
Operating lease liabilities, less current portion | 1,512 | 1,512 | 1,537 | ||
Total | 1,648 | 1,648 | 1,635 | ||
Operating lease expenses, net | $ 36 | $ 42 | 120 | 123 | |
Cash Paid for amounts Included In Measurement of Liabilities: | |||||
Operating cash flows from operating leases | $ 120 | $ 123 | |||
Operating leases | 16 years 8 months 19 days | 18 years 9 months 25 days | 16 years 8 months 19 days | 18 years 9 months 25 days | |
Operating leases | 1.76% | 1.76% | 1.76% | 1.76% | |
Remainder of 2022 | $ 41 | $ 41 | |||
2023 | 164 | 164 | |||
2024 | 164 | 164 | |||
2025 | 121 | 121 | |||
2026 | 100 | 100 | |||
Thereafter | 1,309 | 1,309 | |||
Total future minimum lease payments, undiscounted | 1,899 | 1,899 | |||
Less: Imputed interest | 251 | 251 | |||
Present value of future minimum lease payments | 1,648 | 1,648 | 1,635 | ||
Purchase Obligations | |||||
Purchase commitments for inventory, property, plant and equipment | $ 127 | $ 127 | $ 101 | ||
Minimum | |||||
Commitments and Contingencies | |||||
Cancelable and noncancelable operating lease expiration | 2024-12 | ||||
Maximum | |||||
Commitments and Contingencies | |||||
Cancelable and noncancelable operating lease expiration | 2040-12 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | |||||
Jul. 06, 2021 | Apr. 30, 2022 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2022 | Aug. 31, 2021 | |
Class Of Stock [Line Items] | ||||||
Common stock, shares sold | 4,530,000 | 4,460,000 | ||||
Common stock value | ||||||
Claims From Well Thrive Ltd. | Settlement Agreement | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares sold | 35,365 | |||||
Common stock value | $ 650,000 | |||||
Issuance of common stock | $ 0 | |||||
Roth Capital Partners LLP | Sales Agreement | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares sold | 200 | 344,391 | ||||
Issuance of common stock | $ 690 | $ 4,175,225 | ||||
Placement agent fees and legal fees | $ 126,576 | |||||
Placement agent fees and bank fees | $ 146 | |||||
Commission as a percent of gross proceeds of sale of placement shares | 3% | |||||
Roth Capital Partners LLP | Sales Agreement | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Aggregate offering price of placement shares | $ 20,000,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 25, 2020 shares | Jul. 31, 2019 shares | Nov. 30, 2021 $ / shares shares | Nov. 30, 2020 $ / shares shares | Jan. 31, 2020 $ / shares shares | Apr. 30, 2014 shares | May 31, 2022 USD ($) Item shares | May 31, 2021 USD ($) shares | May 31, 2022 USD ($) Item shares | May 31, 2021 USD ($) shares | |
Stock-based Compensation | ||||||||||
Number of share-based compensation plans | Item | 1 | 1 | ||||||||
Additional number of shares authorized for issuance | 400,000 | 500,000 | 250,000 | |||||||
Plan expiration date | Nov. 03, 2023 | |||||||||
Maximum grant limit per employee per one year period | 35,000 | |||||||||
Shares of common stock reserved for issuance | 1,421,000 | 1,421,000 | 1,421,000 | 1,421,000 | ||||||
Common stock available for future issuance (in shares) | 820,000 | 1,037,000 | 820,000 | 1,037,000 | ||||||
Share-based Compensation, Forfeiture Method [Fixed List] | Estimating expected forfeitures | |||||||||
Estimated forfeiture rate (as a percent) | 0% | 0% | ||||||||
Stock-based compensation expense | $ | $ 132 | $ 48 | $ 329 | $ 135 | ||||||
Cost of revenues | ||||||||||
Stock-based Compensation | ||||||||||
Stock-based compensation expense | $ | 35 | 14 | 89 | 38 | ||||||
Research and development | ||||||||||
Stock-based Compensation | ||||||||||
Stock-based compensation expense | $ | 36 | 11 | 90 | 30 | ||||||
Selling, general and administrative | ||||||||||
Stock-based Compensation | ||||||||||
Stock-based compensation expense | $ | $ 61 | $ 23 | $ 150 | $ 67 | ||||||
Maximum | ||||||||||
Stock-based Compensation | ||||||||||
Vesting period | 1 year | |||||||||
Directors | Restricted Stock Units (RSUs) | ||||||||||
Stock-based Compensation | ||||||||||
Stock units granted (in shares) | 15,000 | |||||||||
Vesting percentage | 25% | |||||||||
Grant-date fair value (in dollars per share) | $ / shares | $ 7.10 | |||||||||
Employees | Restricted Stock Units (RSUs) | ||||||||||
Stock-based Compensation | ||||||||||
Stock units granted (in shares) | 98,500 | 33,000 | 136,000 | |||||||
Vesting percentage | 12.50% | 25% | 25% | |||||||
Grant-date fair value (in dollars per share) | $ / shares | $ 7.10 | $ 3 | $ 2.39 | |||||||
July Thirty One Two Thousand Twenty | Directors | Restricted Stock Units (RSUs) | ||||||||||
Stock-based Compensation | ||||||||||
Stock units granted (in shares) | 15,000 | |||||||||
Vesting percentage | 25% | |||||||||
Grant-date fair value (in dollars per share) | $ / shares | $ 3 |
Net Loss Per Share of Common _3
Net Loss Per Share of Common Stock (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
Stock units and stock options to purchase common stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1 | 73 | 93 | 77 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2017 | Aug. 31, 2021 | |
Income Taxes [Line Items] | ||||||
U.S. operations | $ (265,000) | $ (208,000) | $ (595,000) | $ (546,000) | ||
Foreign operations | (646,000) | 151,000 | (993,000) | (472,000) | ||
Loss before income taxes | (911,000) | $ (57,000) | $ (1,588,000) | $ (1,018,000) | ||
U.S. federal corporate income tax rate | 21% | 34% | ||||
One-time transition tax payable period on certain unrepatriated earnings from non-U.S. subsidiaries | 8 years | |||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||
Earliest Tax Year | ||||||
Income Taxes [Line Items] | ||||||
Tax year remain open | 2017 | |||||
Latest Tax Year | ||||||
Income Taxes [Line Items] | ||||||
Tax year remain open | 2020 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||
May 26, 2022 | Jan. 15, 2022 | Jan. 14, 2022 | May 26, 2021 | Jan. 16, 2021 | May 25, 2020 | Dec. 10, 2019 | Nov. 25, 2019 | Jan. 08, 2019 | May 31, 2022 | Aug. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Principal amount of unsecured convertible promissory notes | $ 1,400,000 | $ 1,400,000 | |||||||||
Chairman And Chief Executive Officer | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument , maturity date | Jan. 15, 2023 | Jan. 15, 2022 | Jan. 22, 2021 | ||||||||
Aggregate amount of loan | $ 1,700,000 | ||||||||||
Loan agreement, rate of interest | 8% | ||||||||||
Related party loan repayment amount | $ 1,700,000 | ||||||||||
Largest Shareholder | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument , maturity date | Jan. 15, 2023 | Jan. 15, 2022 | Jan. 14, 2021 | ||||||||
Aggregate amount of loan | $ 1,500,000 | ||||||||||
Loan agreement, rate of interest | 8% | ||||||||||
Related party loan repayment amount | $ 1,500,000 | ||||||||||
Holders | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party loan repayment amount | $ 3,200,000 | $ 3,200,000 | |||||||||
Unsecured Convertible Promissory Notes Payable | Chairman And Chief Executive Officer | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal amount of unsecured convertible promissory notes | $ 500,000 | ||||||||||
Interest rate on promissory notes payable | 3.50% | ||||||||||
Amount of unsecured convertible promissory notes converted | $ 300,000 | ||||||||||
Stock issued during period, upon conversion of unsecured convertible promissory notes, shares | 100,000 | ||||||||||
Unsecured Convertible Promissory Notes Payable | J.R. Simplot Company | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal amount of unsecured convertible promissory notes | $ 1,500,000 | ||||||||||
Interest rate on promissory notes payable | 3.50% | ||||||||||
Amount of unsecured convertible promissory notes converted | $ 300,000 | ||||||||||
Stock issued during period, upon conversion of unsecured convertible promissory notes, shares | 100,000 | ||||||||||
Unsecured Convertible Promissory Notes Payable | Holders | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument , maturity date | May 30, 2023 | May 30, 2022 | May 30, 2021 | ||||||||
Debt instrument, convertible conversion price | $ 3 |