Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2022 | Oct. 31, 2022 | Feb. 28, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | SemiLEDs Corp | ||
Entity Central Index Key | 0001333822 | ||
Trading Symbol | LEDS | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2022 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10 | ||
Entity Common Stock, Shares Outstanding | 4,832,346 | ||
Title of 12(b) Security | Common Stock, par value $0.0000056 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-34992 | ||
Entity Tax Identification Number | 20-2735523 | ||
Entity Address, Address Line One | 3F, No.11 Ke Jung Rd. | ||
Entity Address, Address Line Two | Chu-Nan Site | ||
Entity Address, Address Line Three | Hsinchu Science Park, Chu‑Nan 350 | ||
Entity Address, City or Town | Miao‑Li County | ||
Entity Address, Country | TW | ||
Entity Address, Postal Zip Code | 350 | ||
City Area Code | +886 | ||
Local Phone Number | 37-586788 | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | KCCW Accountancy Corp. | ||
Auditor Location | Diamond Bar, California | ||
Auditor Firm ID | 2851 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,274 | $ 4,833 |
Restricted cash and cash equivalents | 82 | 90 |
Accounts receivable (including related parties), net of allowance for doubtful accounts of $306 and $199 as of August 31, 2022 and August 31, 2021, respectively | 880 | 865 |
Inventories | 3,784 | 3,937 |
Prepaid expenses and other current assets | 123 | 329 |
Total current assets | 9,143 | 10,054 |
Property, plant and equipment, net | 4,139 | 5,244 |
Operating lease right of use assets | 1,578 | 1,635 |
Intangible assets, net | 102 | 126 |
Investments in unconsolidated entities | 922 | 1,011 |
Other assets | 170 | 169 |
TOTAL ASSETS | 16,054 | 18,239 |
CURRENT LIABILITIES: | ||
Current installments of long-term debt | 5,063 | 5,109 |
Accounts payable | 286 | 753 |
Accrued expenses and other current liabilities | 2,702 | 2,783 |
Other payable to related parties | 1,061 | 764 |
Operating lease liabilities, current portion | 143 | 98 |
Total current liabilities | 9,255 | 9,507 |
Long-term debt, excluding current installments | 1,866 | 2,569 |
Operating lease liabilities, less current portion | 1,435 | 1,537 |
Total liabilities | 12,556 | 13,613 |
Commitments and contingencies (Note 6) | ||
SemiLEDs stockholders’ equity | ||
Common stock, $0.0000056 par value-7,500 shares authorized; 4,832 shares and 4,460 shares issued and outstanding as of August 31, 2022 and August 31, 2021, respectively | ||
Additional paid-in capital | 183,711 | 182,255 |
Accumulated other comprehensive income | 3,697 | 3,543 |
Accumulated deficit | (183,955) | (181,211) |
Total SemiLEDs stockholders’ equity | 3,453 | 4,587 |
Noncontrolling interests | 45 | 39 |
Total equity | 3,498 | 4,626 |
TOTAL LIABILITIES AND EQUITY | $ 16,054 | $ 18,239 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 181 | $ 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 | 4,832,000 | 4,460,000 |
Common stock, shares outstanding | 4,832,000 | 4,460,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues, net | $ 7,051 | $ 4,735 |
Cost of revenues | 5,654 | 3,702 |
Gross profit | 1,397 | 1,033 |
Operating expenses: | ||
Research and development | 1,484 | 1,623 |
Selling, general and administrative | 3,309 | 3,614 |
Gain on disposals of long-lived assets, net | (196) | (286) |
Total operating expenses | 4,597 | 4,951 |
Loss from operations | (3,200) | (3,918) |
Other income (expenses): | ||
Interest expenses, net | (369) | (371) |
Other income, net | 1,485 | 1,090 |
Foreign currency transaction (loss) gain, net | (642) | 342 |
Total other income, net | 474 | 1,061 |
Loss before income taxes | (2,726) | (2,857) |
Net loss | (2,726) | (2,857) |
Less: Net income (loss) attributable to noncontrolling interests | 18 | (6) |
Net loss attributable to SemiLEDs stockholders | $ (2,744) | $ (2,851) |
Net loss per share attributable to SemiLEDs stockholders: | ||
Basic | $ (0.61) | $ (0.68) |
Diluted | $ (0.61) | $ (0.68) |
Shares used in computing net loss per share attributable to SemiLEDs stockholders: | ||
Basic | 4,522 | 4,180 |
Diluted | 4,522 | 4,180 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (2,726) | $ (2,857) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments, net of tax of $0 for both periods | 149 | (102) |
Comprehensive loss | (2,577) | (2,959) |
Comprehensive income (loss) attributable to noncontrolling interests | 13 | (4) |
Comprehensive loss attributable to SemiLEDs stockholders | $ (2,590) | $ (2,955) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustments tax | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements 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 | ||||||
Issuance of common stock under equity incentive plans (in shares) | 69 | ||||||
Stock-based compensation | 186 | 186 | 186 | ||||
Issuance of common stock for private placement | 4,175 | 4,175 | 4,175 | ||||
Issuance of common stock for private placement (in shares) | 345 | ||||||
Issuance of convertible notes | 18 | 18 | 18 | ||||
Conversion of notes into common stocks | 650 | 650 | 650 | ||||
Conversion of notes into common stocks (in shares) | 35 | ||||||
Change ownership in SBDI | (12) | (9) | (9) | (3) | |||
Comprehensive income (loss) | |||||||
Other comprehensive income (loss) | (102) | (104) | (104) | 2 | |||
Net loss | (2,857) | (2,851) | (2,851) | (6) | |||
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 | ||||||
Issuance of common stock under equity incentive plans (in shares) | 86 | ||||||
Stock-based compensation | 459 | 459 | 459 | ||||
Issuance of common stock for public placement | 995 | 995 | 995 | ||||
Issuance of common stock for public placement (in shares) | 286 | ||||||
Issuance of convertible notes | 18 | 18 | 18 | ||||
Change ownership in SBDI | (23) | (16) | (16) | (7) | |||
Comprehensive income (loss) | |||||||
Other comprehensive income (loss) | 149 | 154 | 154 | (5) | |||
Net loss | (2,726) | (2,744) | (2,744) | 18 | |||
BALANCE at Aug. 31, 2022 | $ 3,498 | $ 183,711 | $ 3,697 | $ (183,955) | $ 3,453 | $ 45 | |
BALANCE (in shares) at Aug. 31, 2022 | 4,832 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,726) | $ (2,857) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 938 | 897 |
Stock-based compensation expense | 459 | 186 |
Bad debt expense | 126 | 540 |
Provisions for inventory write-downs | 807 | 659 |
Loss on disposal of patents | 9 | |
Gain on disposals of long-lived assets, net | (196) | (286) |
Other non-cash expenses | 150 | |
Changes in : | ||
Accounts receivable | 171 | 158 |
Inventories | (940) | (1,974) |
Prepaid expenses and other assets | (53) | 37 |
Accounts payable | (388) | 175 |
Accrued expenses and other current liabilities | 285 | 578 |
Net cash used in operating activities | (1,508) | (1,737) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (280) | (118) |
Proceeds from sales of property, plant and equipment | 196 | 291 |
Payments for development of intangible assets | (13) | (14) |
Placement of refundable deposits | (16) | |
Net cash (used in) provided by investing activities | (113) | 159 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (482) | (173) |
Issuance of common stock | 995 | 4,175 |
Acquisition of noncontrolling interests | (23) | (12) |
Net cash provided by financing activities | 490 | 3,990 |
Effect of exchange rate changes on cash and cash equivalents | 555 | (396) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (576) | 2,016 |
CASH, AND CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of year | 5,028 | 3,012 |
CASH, AND CASH EQUIVALENTS, AND RESTRICTED CASH—End of year | 4,452 | 5,028 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 371 | 374 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrual related to property, plant and equipment | $ 17 |
Business
Business | 12 Months Ended |
Aug. 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, LED modules and systems, as well as LED chips and lighting products. LED components, modules and systems 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 August 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 research, development, manufacturing and sales activities take place. Taiwan SemiLEDs owns a 97.37 % 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 | 12 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Reclassification — Certain prior period amounts have been reclassified to conform to the current period presentation and had no effect on previously reported consolidated net loss or accumulated deficit. Going Concern — The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. The Company has suffered losses from operations of $ 3.2 million and $ 3.9 million, and used net cash in operating activities of $ 1.5 million and $ 1.7 million for the years ended August 31, 2022 and 2021, respectively. These facts and conditions have raised substantial doubt about the Company’s ability to continue as a going concern, even though gross profit on product sales was $ 1.4 million for the year ended August 31, 2022 compared to $ 1.0 million for the year ended August 31, 2021. On August 31, 2022, the Company’s cash and cash equivalents decreased to $ 4.3 million mainly due to operating losses. Management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. The plan includes: • Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. The growth of the Company’s module products and the continued commercial sales of its UV LED products are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focused on product enhancement and developing its LED product into many other applications or devices; • Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, may possibly decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility. • Raising additional cash through 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 consolidated financial statements and financial statement schedule 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. 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 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 ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This standard allows equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investees) 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 a qualitative assessment to identify impairment at each reporting period. When a qualitative assessment indicates that impairment exists, the Company is required to measure the investments at fair value. 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 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 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 few years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future. Concentration of Supply Risk — Some of the components and technologies used in the Company’s products are purchased and licensed from a limited number of sources and some of the Company’s products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company’s products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customers’ 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 cashflows. 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 August 31, 2022 and 2021, cash and cash equivalents of the Company consisted of the following (in thousands): August 31, Cash and Cash Equivalents by Location 2022 2021 United States; Denominated in U.S. dollars $ 2,215 $ 1,162 Taiwan; Denominated in U.S. dollars 1,447 3,405 Denominated in New Taiwan dollars 127 47 Denominated in other currencies 485 219 China (including Hong Kong); Denominated in Renminbi — — Denominated in H.K. dollars — — Total cash and cash equivalents $ 4,274 $ 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, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. Customers that accounted for 10% or more of the Company’s total net accounts receivable as of August 31, 2022 and 2021 consist of the following: August 31, Customers 2022 2021 Customer A 38 % 53 % Customer B 11 % 9 % Customer C 0 % 20 % Customer D 19 % 0 % Customer E 15 % 0 % Customer F 13 % 0 % The customers accounted for 10% or more of the Company’s total net revenues for the years ended August 31, 2022 and 2021, as follows (in thousands, except percentages): Years Ended August 31, 2022 2021 % of % of Customers Amount Revenues Amount Revenues Customer A $ 1,997 28 % $ 721 15 % Customer B 1,236 18 % 1,260 27 % Customer C 956 14 % 502 11 % Cash and Cash Equivalents — The Company considers all highly liquid investment instruments purchased with initial maturities of three months or less to be cash equivalents. As of August 31, 2022 and 2021, cash and cash equivalents of the Company consist of the following (in thousands): August 31, Cash and Cash Equivalents 2022 2021 Cash; Cash and demand deposits $ 4,274 $ 4,833 Cash equivalents; Money market funds — — Total cash and cash equivalents $ 4,274 $ 4,833 Restricted Cash Equivalents — Restricted cash primarily consists of cash held in reserved bank accounts in Taiwan. As of August 31, 2022 and 2021, the Company’s restricted cash equivalents at current portion amounted $ 82 thousand and $ 90 thousand, respectively. As of August 31, 2022 and 2021, the Company’s restricted cash at noncurrent portion, which was recorded as other assets, amounted to $ 96 thousand and $ 105 thousand, respectively. Foreign Currency — The Company’s subsidiaries use the local currency as their functional currency. The assets and liabilities of the subsidiaries are, therefore, translated into the U.S. dollars at exchange rates in effect at each balance sheet date, with the resulting translation adjustments recorded to a separate component of accumulated other comprehensive income (loss) within equity. Income and expense accounts are translated at average exchange rates during the period. Any gains and losses from transactions denominated in foreign currencies are recognized in the consolidated statements of operations as a separate component of other income (expense). Accounts Receivable — Accounts receivable (including related parties with zero net book value as of August 31, 2022 and 2021, respectively) are recorded at invoiced amounts, net of allowances for doubtful accounts, and do not bear interest. The allowance for doubtful accounts is based on management’s assessment of the collectability of customer accounts. Management regularly reviews the allowance by considering certain factors such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. Bad debt expenses were recognized $ 126 thousand and $ 540 thousand during the years ended August 31, 2022 and 2021, respectively. Inventories — Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value. Cost is determined using a weighted average. For work in process and manufactured inventories, cost consists of raw materials, direct labor and an allocated portion of the Company’s production overhead. The Company writes down excess and obsolete inventory to its estimated net realizable value based upon assumptions about future demand and market conditions. For finished goods and work in process, if the estimated net realizable value for an inventory item, which is the estimated selling price in the ordinary course of business, less reasonably predicable costs to completion and disposal, is lower than its cost, the specific inventory item is written down to its estimated net realizable value. Net realizable value for raw materials is based on replacement cost. Provisions for inventory write‑downs are included in cost of revenues in the consolidated statements of operations. Once written down, inventories are carried at this lower cost basis until sold or scrapped. Property, Plant and Equipment — Property, plant and equipment are stated at cost less accumulated depreciation, amortization and impairment. Depreciation on property, plant and equipment is calculated using the straight‑line method over the estimated useful lives, less estimated salvage values of the assets. Leasehold improvements are amortized using the straight‑line method over the shorter of the lease term or estimated useful life of the asset. The estimated useful lives of property, plant and equipment are as follows: Buildings and improvements 5 to 20 years Machinery and equipment 1 to 10 years Leasehold improvements 2 to 10 years Other equipment 2 to 6 years Major Maintenance Activities — The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. Intangible Assets — Intangible assets consist of patents, trademarks and acquired technology. Intangible assets are initially recognized at their respective acquisition costs. All of the Company’s intangible assets have been determined to have finite useful lives and are, therefore, amortized using the straight‑line method over their estimated useful lives: Patents and trademarks 5 to 25 years Acquired technology 5 years Impairment of Long ‑ Lived Assets — Management evaluates the Company’s long‑lived assets, excluding goodwill, that consist of property, plant and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying amount of the asset over the estimated fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third‑party independent appraisers, as considered necessary. No impairment charge was recognized in the years ended August 31, 2022 and 2021. Recovery of Investments in Unconsolidated Entities — Management evaluates the recoverability of the carrying amount of the Company’s equity investments accounted for using the equity method and cost method when there is an indication of potential impairment. If the estimated realizable value of an equity investment falls below its carrying amount and management determines that this shortfall is other‑than‑temporary, the carrying amount of such investment is written down to its estimated realizable value. In determining whether a decline in value is other‑than‑temporary, management considers the length of time and the extent to which such value has been less than the carrying amount, the financial condition and prospects of the investee, and the Company’s ability and intent to retain the equity investment for a period of time sufficient to allow for any anticipated recovery in value. No impairment charge was recognized in the year ended August 31, 2022 and 2021. Income Taxes — The Company accounts for income taxes under the asset and liability method. As part of the process of preparing the consolidated financial statements, the Company estimates its income taxes in each of the jurisdictions in which it operates. The Company estimates actual current tax expense together with assessing temporary differences resulting from differing accounting treatment for items such as accruals and allowances that are not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities which are included in the Company’s consolidated balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s consolidated statements of operations become deductible expenses under applicable income tax laws or when operating loss or tax credit carryforwards are utilized. Accordingly, realization of the deferred tax assets is dependent on the Company’s ability to earn future taxable income against which these deductions, losses and credits can be utilized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applicable to the taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the Company’s deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period the change in the tax law was enacted. Management assesses the likelihood that the Company’s deferred tax assets will be recovered from future taxable income and, to the extent management believes that recovery is not more likely than not, a valuation allowance is established. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Stock ‑ based Compensation — Compensation costs related to employee stock options and restricted stock units are based on the fair value of the options and stock units on the date of grant, net of estimated forfeitures. The Company determines the grant date fair value of the options using the Black‑Scholes option‑pricing model. The related stock‑based compensation expense is generally recognized on a straight‑line basis over the period in which an employee is required to provide service in exchange for the options and stock units, or the vesting period of the respective options and stock units. Research and Development Costs — Research and development costs are expensed as incurred. Research and development costs are presented as a separate line item in the consolidated statements of operations. Advertising Costs — Advertising costs are expensed as incurred. Advertising costs totaled $ 4 thousand and $ 1 thousand for the years ended August 31, 2022 and 2021, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations. Segment Reporting — The Company uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions, allocating resources and assessing performance as the source for determining the Company’s reportable segments. During the years ended August 31, 2022 and 2021, the Chief Executive Officer has been identified as the chief operating decision maker. The Company’s chief operating decision maker regularly reviews consolidated assets and consolidated operating results prepared under U.S. GAAP for the enterprise as a whole when making decisions about allocating resources and assessing performance of the Company. Consequently, management has determined that the Company does not have any operating segments as defined in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 280‑10‑50‑1, “Segment Reporting.” Shipping and Handling Costs — The Company includes costs from shipping and handling within cost of revenues in the period in which they are incurred. Net Income (Loss) Per Share of SemiLEDs Common Stock — Basic net income (loss) per share is computed by dividing net income (loss) attributable to SemiLEDs stockholders by the weighted average number of shares of common stock outstanding during the period. Net income (loss) attributable to SemiLEDs stockholders is determined by allocating undistributed earnings as if all of the earnings for the period had been distributed. Diluted net income (loss) per share is computed by using the weighted‑average shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and unvested restricted stock units using the treasury stock method. 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 wholly owned operating subsidiary, issued 414,000 common shares and amended its certificate of incorporation to increase its issued common stock from 12,087,715 shares 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 was 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. Therefore, noncontrolling interest in SBDI declined to 3.05 % as of August 31, 2021. From April 2022 to May 2022, the Company purchased additional 52,000 common shares of SBDI from non-controlling shareholders. Therefore, noncontrolling interest in SBDI declined to 2.63 % as of August 31, 2022. Commitments and Contingencies — Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Fair Value Measurements — The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level2 Inputs: Other than quoted prices included in Level1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. See Note12 for further details. Recent Accounting Pronouncements 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 no earlier than fiscal years beginning after December 15, 2020, and 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 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 be |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Aug. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Balance Sheet Components | 3. BALANCE SHEET COMPONENTS Inventories Inventories as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 2021 Raw materials $ 493 $ 564 Work in process 953 1,217 Finished goods 2,338 2,156 Total $ 3,784 $ 3,937 Inventory write‑downs to estimated net realizable values for the years ended August 31, 2022 and 2021 were $ 807 thousand and $ 659 thousand, respectively. Property, Plant and Equipment Property, plant and equipment as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 2021 Buildings and improvements $ 13,698 $ 14,997 Machinery and equipment 27,649 34,421 Leasehold improvements 161 176 Other equipment 2,283 2,547 Construction in progress 81 — Total property, plant and equipment 43,872 52,141 Less: Accumulated depreciation and amortization ( 39,733 ) ( 46,897 ) Property, plant and equipment, net $ 4,139 $ 5,244 Depreciation expense was $ 915 thousand and $ 879 thousand for the years ended August 31, 2022 and 2021, respectively. Property, plant and equipment pledged as collateral for the Company’s notes payable were $ 2.8 million and $ 3.5 million as of August 31, 2022 and 2021, respectively. Intangible Assets Intangible assets as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ 580 $ 478 $ 102 Acquired technology 5 335 335 — Total $ 915 $ 813 $ 102 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 Amortization expense was $ 23 thousand and $ 18 thousand for the years ended August 31, 2022 and 2021, respectively. No impairment charge was recognized in the year ended August 31, 2022 and 2021. The estimated future amortization expense for the Company’s intangible assets as of August 31, 2022 is as follows (in thousands): Years Ending August 31, Total 2023 $ 10 2024 9 2025 9 2026 9 2027 9 Thereafter 56 Total $ 102 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 2021 Accrued compensation and benefits $ 1,678 $ 1,694 Customer deposits 346 293 Accrued business expenses 176 200 Accrued professional service fees 100 283 Other (individually less than 5 % of total accrued expenses and other current liabilities) 402 313 Total $ 2,702 $ 2,783 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 12 Months Ended |
Aug. 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 August 31, 2022 and 2021 consist of the following (in thousands, except percentages): August 31, 2022 August 31, 2021 Percentage Percentage Ownership Amount Ownership Amount Equity investment without readily determinable fair value Various $ 922 Various $ 1,011 Total investments in unconsolidated entities $ 922 $ 1,011 There were no dividends received from unconsolidated entities through August 31, 2022. Equity Investment 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 issuer. The recoverable value of the investment was determined based on the Company’s best estimate of the amount that could be realized from the investment, which considered the latest financial information. During the year ended August 31, 2022 and 2021, no impairment losses were recognized for the equity investments without readily determinable fair value. |
Indebtedness
Indebtedness | 12 Months Ended |
Aug. 31, 2022 | |
Debt Disclosure [Abstract] | |
Indebtedness | 5. INDEBTEDNESS Long ‑ term Debt Long‑term debt as of August 31, 2022 and 2021 consist of the following loans (in thousands): August 31, 2022 2021 First note payable- Mega Bank $ 1,453 $ 1,917 Second note payable- Mega Bank 890 1,175 Loans from Chairman and Shareholders 3,200 3,200 Convertible notes issued to Chairman and Shareholders 1,386 1,386 Total long-term debt 6,929 7,678 Less: Current installments ( 5,063 ) ( 5,109 ) Total long-term debt, excluding current installments $ 1,866 $ 2,569 Our long-term debt, which consisted of New Taiwan dollar (“NTD”) denominated long-term notes, convertible unsecured promissory notes and loans from the Chairman and the largest shareholder of the Company, totaled $ 6.9 million and $ 7.7 million as of August 31, 2022 and 2021, respectively. On July 5, 2019, the Company and Mega International Commercial Bank (“Mega Bank”) entered into two NTD denominated loan agreements in an aggregate amount of $ 3.2 million (NT$ 100 million). The first note of $ 2.0 million (NT$ 62 million) payable to Mega Bank has an annual floating interest rate equal to the NTD base lending rate plus 0.64 % (or 1.815 % currently), and was exclusively used to repay original notes with E Sun Bank. The second note of $ 1.2 million (NT$ 38 million) payable to Mega Bank has an annual floating interest rate equal to the NTD base lending rate plus 1.02 % (or 2.195 % currently) and is available for operating capital. Both note payables are secured by a first priority security interest on the Company’s headquarters building. Income from renting the collateral must be deposited into a reserved account opened with Mega Bank, and only the balance of deposits exceeding $ 82 thousand (NT$ 2.5 million) after deducting the principal and interest payable for the current month (including the accumulated outstanding amount) may be transferred outwards. The balance of the reserve account is $ 82 thousand and $ 90 thousand as of August 31, 2022 and 2021, respectively. Due to the impact of the COVID-19 pandemic, Mega bank agreed to give the Company a deferment period for twelve months starting from May 2020 until April 2021. During this period, the Company did not need to pay the monthly payments of the principal but only the interest. Starting from May 2021, the two notes payables to Mega Bank require monthly payments of principal in the amount of $ 25 thousand plus interest and $ 15 thousand plus interest, respectively, over the 74 -month term of the notes with final payment to occur in July 2027 . On January 8, 2019, the Company entered into loan agreements with each of its Chairman and Chief Executive Officer and our largest shareholder, with aggregate amounts of $ 3.2 million, and an annual interest rate of 8 %. All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the proposed sale of our headquarters building pursuant to the agreement dated December 15, 2015. The Company was initially required to repay the loans of $ 1.5 million on January 14, 2021 and $ 1.7 million on January 22, 2021, respectively. 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 August 31, 2022 and 2021, these loans totaled $ 3.2 million, respectively. The loans are secured by a second priority security interest on the Company's headquarters building. On November 25, 2019 and on December 10, 2019, the Company issued convertible unsecured promissory notes to each of its Chairman and Chief Executive Officer and largest shareholder (the “Holders”), with a principal sum of $ 2 million and an annual interest rate of 3.5 %. Principal and accrued interest was due on demand by the Holders on and at any time after May 30, 2021 (the “Maturity Date”). The outstanding principal and unpaid accrued interest of the Notes may be converted into our Common Stock based on a conversion price of $ 3 dollars per share, at the option of the Holders any time from the date of the Notes. On May 25, 2020, the Holders each converted $ 300 thousand of notes into 100,000 shares of our 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 August 31, 2022 and 2021, the outstanding principal of these notes totaled $ 1.4 million. The scheduled principal payments for the Company’s long-term debt as of August 31, 2022 consist of the following (in thousands): Scheduled Principal Years Ending August 31, Payments 2023 $ 4,587 2024 476 2025 476 2026 476 2027 476 Thereafter 438 Total $ 6,929 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES Operating Lease Agreements — The Company has several operating leases with third parties, primarily for land, plant and office spaces in Taiwan, including cancellable and noncancelable leases that 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 were $ 166 thousand and $ 164 thousand for the years ended August 31, 2022 and 2021, respectively. Balance sheet information related to the Company’s leases is presented below: August 31, 2022 2021 Assets Operating lease right of use assets $ 1,578 $ 1,635 Liabilities Operating lease liabilities, current portion $ 143 $ 98 Operating lease liabilities, less current portion 1,435 1,537 Total $ 1,578 $ 1,635 The following provides details of the Company’s lease expenses: August 31, 2022 2021 Operating lease expenses $ 166 $ 164 Other information related to leases is presented below: August 31, 2022 2021 Cash Paid for amounts Included In Measurement of Liabilities: Operating cash flows from operating leases $ 166 $ 164 Weighted Average Remaining Lease Term: Operating leases 16.27 years 18.74 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 August 31, 2022 consist of the following (in thousands): Operating Years Ending August 31, Leases 2023 $ 170 2024 170 2025 128 2026 95 2027 95 Thereafter 1,154 Total future minimum lease payments, undiscounted 1,812 Less: Imputed interest 234 Present value of future minimum lease payments $ 1,578 Purchase Obligations — The Company had purchase commitments for inventory, property, plant and equipment in the amount of $ 121 thousand and $ 101 thousand as of August 31, 2022 and 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. On June 21, 2017, Well Thrive Ltd. (“Well Thrive”) filed a complaint against the Company in the United States District Court for the District of Delaware. The complaint alleged that Well Thrive was entitled to return of $ 500 thousand paid toward a note purchase pursuant to a purchase agreement (the “Purchase Agreement”) effective July 6, 2016 with Dr. Peter Chiou, which was assigned to Well Thrive on August 4, 2016. Pursuant to the terms of the Purchase Agreement, the Company retained the $ 500 thousand payment as liquidated damages. Well Thrive alleged that the liquidated damages provision was unenforceable as an illegal penalty and did not reflect the amount of purported damages. On March 13, 2018, the Company filed a motion to enforce a settlement agreement between the parties to dismiss the lawsuit with prejudice. On March 27, 2018, Well Thrive filed an answering brief in opposition to the Company’s motion on the basis that Well Thrive never consented to dismiss the case. On January 2, 2019, the judge denied without prejudice the motion filed by the Company, because there remained some question as to whether Well Thrive’s former lawyers and Dr. Chiou had authority from Well Thrive to settle this case. The Court held a trial on March 2, 2020. After the trial, the judge ordered both sides to prepare post-trial briefs and proposed findings of fact for the Court to be submitted before end of April 2020. Both sides submitted post-trial briefs and proposed findings of fact on April 30, 2020. On December 21, 2020, the judge, following a hearing, issued her judgment, which ordered the Company to return the $ 500 thousand to Well Thrive, and required both parties, on or before January 6, 2021, to submit information on the appropriate amount of interest to be added. On January 6, 2021, the Company filed a brief arguing that there should not be an award of prejudgment interest and Well Thrive was arguing for the amount of $ 135,774 in pre-judgement interest. On April 8, 2021, the judge issued a ruling requiring the Company to pay pre-judgment interest in the amount of $ 123,000 to Well Thrive. On May 7, 2021, the Court of Appeal issued an order requiring the parties to mediate on June 28, 2021. The Company and Well Thrive Ltd. entered into an Agreement Regarding Satisfaction of Judgment dated June 14, 2021, as amended on June 16, 2021 and June 21, 2021 (collectively, the “Settlement Agreement”), pursuant to which the Company issued 35,365 shares (the “ Settlement Shares”) of its common stock to Well Thrive Ltd. The Settlement 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 Settlement Shares. As of August 31, 2022, there was no pending litigation that could have a material impact on the Company’s financial position, results of operations or cash flows. |
Common Stock
Common Stock | 12 Months Ended |
Aug. 31, 2022 | |
Common Stock [Abstract] | |
Common Stock | 7. COMMON STOCK On May 25, 2020, J.R. Simplot Company, the largest shareholder of the Company, and Trung Doan, the Chairman and Chief Executive Officer of the Company, each converted $ 300,000 of convertible unsecured promissory notes into 100,000 shares of the Company’s common stock (see Note 5). In June 2021, the Company and Well Thrive Ltd., entered into the Settlement Agreement pursuant to which the Company issued 35,365 Settlement Shares to Well Thrive Ltd., valued at $ 650,000 . The Settlement 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 Settlement Shares (see Note 6). 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 will pay 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 . During the year ended August 31, 2022, the Company sold 286,328 shares of the Company's common stock for gross proceeds of $ 995,099 before placement agent fees and bank fees of $ 30,626 . |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Aug. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 8. 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 increases 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 were reserved for issuance under the 2010 Plan of August 31, 2022 and 2021, respectively. As of August 31, 2022 and 2021, there were 820 thousand and 1,026 thousand shares of common stock available for future issuance under the 2010 Plan, respectively. In November 2021, SemiLEDs granted 15 thousand restricted stock units to its directors that vest in quarterly installments on February 12, 2022, May 12, 2022, August 12, 2022 and November 12, 2022. Because the 2022 annual meeting was held on September 13, 2022, 100% of the stock units immediately vested 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 in eight quarterly installments commencing 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 in quarterly installments on each of February 12, 2021, May 12, 2021, August 12, 2021 and November 12, 2021. Because the 2021 annual meeting was held on September 24 , 2021, 100% of the stock units immediately vested on 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 and August 12, 2021 and will vest 25% on November 12, 2021 and will become fully vested upon a change in control. 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 vest 25 % each year on January 10 of 2021, 2022, 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. Stock ‑ based Compensation Expense The total stock-based compensation expense consists of stock-based compensation expense for stock options and restricted stock units granted to employees, directors, nonemployees and also includes stock options to purchase SemiLEDs’ common stock as part of an employment agreement related to the Company’s acquisition of SBDI (later on renamed as TSLC Corporation). A summary of the stock-based compensation expense for the years ended August 31, 2022 and 2021 is as follows (in thousands): Years Ended August 31, 2022 2021 Cost of revenues $ 124 $ 51 Research and development 126 43 Selling, general and administrative 209 92 $ 459 $ 186 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. There was no recognized stock-based compensation tax benefit for the years ended August 31, 2022 and 2021, as the Company recorded a full valuation allowance on net deferred tax assets as of August 31, 2022 and 2021. Stock Options Awards 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. The expected term is derived from historical data on employee exercises and post‑vesting employment termination behavior after taking into account the contractual life of the award. The risk‑free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the related options. The expected dividend has been zero for the Company’s option grants as SemiLEDs has never paid dividends and does not expect to pay dividends for the foreseeable future. Each of these inputs is subjective and generally requires significant judgment to determine. A summary of the option activity and changes for the years ended August 31, 2022 and 2021 is presented below: Weighted- Weighted- Average Number of Average Remaining Aggregate Stock Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value (In thousands) (In thousands) Outstanding—September 1, 2020 8 $ 159.00 0.5 $ — Granted — — Forfeited ( 8 ) 159.00 Exercised — — Outstanding—August 31, 2021 — $ — — $ — Granted Forfeited — — Exercised Outstanding—August 31, 2022 — $ — — $ — Vested and expected to vest—August 31, 2022 — $ — — $ — Exercisable—August 31, 2022 — $ — — $ — As of August 31, 2022 and 2021, unrecognized compensation costs related to unvested stock options were nil . Restricted Stock Units Awards 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. A summary of the restricted stock unit awards outstanding and changes for the years ended August 31, 2022 and 2021 is presented below: Weighted- Number of Average Stock Units Grant Date Outstanding Fair Value (In thousands) Outstanding—September 1, 2020 139 $ 2.39 Granted 48 3.00 Vested ( 69 ) 2.70 Forfeited ( 15 ) 2.51 Outstanding—August 31, 2021 103 $ 2.46 Granted 114 7.10 Vested ( 86 ) 5.09 Forfeited ( 11 ) 2.39 Outstanding—August 31, 2022 120 $ 4.96 As of August 31, 2022 and 2021, unrecognized compensation cost related to unvested restricted stock unit awards o f $ 532 thousand and $ 205 thousand, respectively, is expected to be recognized over a weighted average period of 1.19 years and 2.09 years, respectively, and will be adjusted for subsequent changes in estimated forfeitures . |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 12 Months Ended |
Aug. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock | 9. 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 an antidilutive effect on the net loss per share (in thousands of shares): Years Ended August 31, 2022 2021 Stock units and stock options to purchase common stock 88 70 Convertible notes to convert into common stock 467 235 |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES Income taxes are recognized for the amount of taxes payable for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. Deferred tax assets and liabilities are established using the enacted statutory tax rates and are adjusted for any changes in such rates in the period of change. United States SemiLEDs Corporation is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company has no taxable income for the period. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act included significant changes to the U.S. corporate income tax system including, among other things, lowering the U.S. statutory federal tax rate to 21%. The reduction of the U.S. corporate tax rate caused the Company to adjust its U.S. deferred tax assets and liabilities to the lower federal rate of 21 % in the fiscal year ended August 31, 2019. The Tax Act also added many new provisions, including a one-time repatriation tax on deemed repatriation of historical earnings of foreign subsidiaries (“transition tax”), changes to bonus depreciation, limits on deductions for executive compensation and interest expense, a tax on global intangible low-taxed income (“GILTI”), the base erosion anti-abuse tax (“BEAT”) and a deduction for foreign-derived intangible income. The Company has elected to account for the tax on GILTI and BEAT as a period cost and thus has not adjusted any net deferred tax assets of its foreign subsidiaries for the new tax. However, the Company has considered the potential impact of GILTI and BEAT on its U.S. federal net operating loss (“NOL”) carryforward and determined that the projected tax benefit to be received from its NOL carryforward may be reduced due to these provisions. The changes included in the Tax Act are broad and complex. The SEC issued Staff Accounting Bulletin No. 118 (SAB 118), as amended by ASU 2018-05, which provides guidance for companies related to the Tax Act. ASU 2018-05 allows for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. The Company’s accounting for the tax effects of the Tax Act were completed in fiscal 2019. Although the Company believes the effects of the Tax Act have been appropriately recorded, it will continue to monitor, among other things, changes in interpretations of the Tax Act, any legislative action arising because of the Tax Act and any changes in accounting standards for income taxes or related interpretations in response to the Tax Act. The Company intends to assess the impact of any such changes in legislative interpretations or standards and adjust its provision as new information becomes available. In accordance with SAB 118, the Company has made reasonable estimates related to (1) the remeasurement of its U.S. deferred tax balances for the reduction in the statutory tax rate, (2) the liability for the transition tax and (3) the partial valuation allowance recorded against its federal NOL carryforward due to the impact of the GILTI and BEAT provisions. In fiscal 2022, the Company determined that there were no material changes to the provisional amounts recorded as of August 31, 2022. Taiwan The Company’s loss before income taxes is primarily derived from the operations in Taiwan and income tax expense is primarily incurred in Taiwan. As a result of amendments to the “Taiwan Income Tax Act” enacted by the Office of the President of Taiwan on February 7, 2018, the statutory income tax rate increased from 17 % to 20 % and the undistributed earning tax, or a surtax, decreased from 10 % to 5 % effective from January 1, 2018. As a result, the statutory income tax rate in Taiwan is 20 % for the years ended August 31, 2022 and 2021. An additional surtax, of which rate was reduced from 10 % to 5 % being applied to the Company starting from September 1, 2018, is assessed on undistributed income for the entities in Taiwan, but only to the extent such income is not distributed or set aside as a legal reserve before the end of the following year. The 5 % surtax is recorded in the period the income is earned, and the reduction in the surtax liability is recognized in the period the distribution to stockholders or the setting aside of legal reserve is finalized in the following year. The Company’s loss before income taxes for the years ended August 31, 2022 and 2021 was attributable to the following jurisdictions (in thousands): Years Ended August 31, 2022 2021 U.S. operations $ ( 875 ) $ ( 1,156 ) Foreign operations ( 1,851 ) ( 1,701 ) Loss before income taxes $ ( 2,726 ) $ ( 2,857 ) Income tax expense differed from the amounts computed by applying the statutory U.S. federal income tax rate of 21 % to loss before income taxes for the years ended August 31, 2022 and 2021, as a result of the following (in thousands): Years Ended August 31, 2022 2021 Computed “expected” income tax benefit $ ( 115 ) $ ( 115 ) Foreign tax rate differential 12 19 Valuation allowance ( 3,092 ) ( 239 ) Other 3,195 335 Income tax expense $ — $ — Net deferred tax assets (liabilities) as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 2021 Deferred tax assets: Inventories, primarily due to inventory obsolescence and lower of cost or market provisions $ 1,715 $ 1,848 Allowance for doubtful accounts 34 38 Accruals and other ( 23 ) ( 159 ) Property, plant and equipment 528 738 Stock-based compensation 392 392 Net operating loss carryforwards 19,864 30,924 Total gross deferred tax assets 22,510 33,781 Less: Valuation allowance ( 22,510 ) ( 33,781 ) Deferred tax assets, net of valuation allowance $ — $ — A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and operating loss carryforwards utilizable. Management considers the scheduled reversal of deferred tax liabilities, carryback availability, projected future income, and tax-planning strategies in making this assessment. The Company established full valuation allowances to offset all of its deferred tax assets due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. As of August 31, 2022 the Company had the U.S. net operating losses (the “U.S. NOLs”) of approximately $ 3,292 thousand, which begins to expire in 2025 . The U.S. NOLs generated in tax years prior to August 31, 2018, can be carryforward for twenty years , whereas U.S. NOLs generated after August 31, 2018 can be carryforward indefinitely. The unused net operating loss carryforwards were as follows (in thousands): August 31, Expiration 2022 Year U.S. federal net operating loss carryforwards (prior to August 31, 2018) $ 367 2025 - 2037 U.S. federal net operating loss carryforwards (after August 31, 2018) 2,925 — Foreign net operating loss carryforwards (expiring over the next 5 years) 78,737 2023 - 2027 Foreign net operating loss carryforwards (expiring in more than 5 years) 17,126 2028 - 2032 Total unused net operating loss carryforwards and income tax credits $ 99,155 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 August 31, 2022 and 2021, the Company had no unrecognized tax benefits. The Company is subject to taxation in the United States and various states and certain foreign jurisdictions. As of August 31, 2022, the 2016 through 2019 tax years remain subject to examination by the U.S. tax authorities. With few exceptions, as of August 31, 2022, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for tax years before 2016. Below is a summary of open tax years by major tax jurisdiction: Open Tax Year U.S. federal 2017 - 2021 U.S. state 2017 - 2021 Foreign—Taiwan 2021 The Company is not currently under examination by income tax authorities in any federal, state or foreign jurisdictions. The Company does not expect that the total amount of unrecognized tax benefits will change significantly within the next 12 months. |
Product and Geographic Informat
Product and Geographic Information | 12 Months Ended |
Aug. 31, 2022 | |
Segment Reporting [Abstract] | |
Product and Geographic Information | 11. PRODUCT AND GEOGRAPHIC INFORMATION Revenues by products for the years ended August 31, 2022 and 2021 are as follows (in thousands): Years Ended August 31, 2022 2021 LED chips $ 166 $ 171 LED components 4,872 3,259 Lighting products 533 730 Other (1) 1,480 575 Total $ 7,051 $ 4,735 (1) Other includes primarily revenues attributable to the sale of epitaxial wafers, scraps and raw materials and the provision of services. Revenues by geography are based on the billing address of the customer. The following table sets forth revenues by geographic area for the years ended August 31, 2022 and 2021 (in thousands): Years Ended August 31, 2022 2021 United States $ 2,888 $ 1,550 Netherlands 1,236 1,274 Japan 963 504 Taiwan 766 155 Germany 574 380 China 294 256 Other (individually less than 5 % of total net revenues) 330 616 Total $ 7,051 $ 4,735 Tangible Long ‑ Lived Assets Substantially all of the Company’s tangible long‑lived assets are located in Taiwan. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Aug. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. FAIR VALUE MEASUREMENTS The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of August 31, 2022 and 2021 (in thousands): August 31, 2022 August 31, 2021 Carrying Fair Carrying Fair Amount Value Amount Value Financial assets: Cash and cash equivalents and restricted cash $ 4,356 $ 4,356 $ 4,923 $ 4,923 Receivables (including related parties) 880 880 865 865 Other assets (non-derivatives) 184 184 248 248 Financial liabilities: Payables (including related parties) $ 4,049 $ 4,049 $ 4,300 $ 4,300 Long-term debt (including current installments) 6,929 6,929 7,678 7,678 The fair values of the financial instruments shown in the above table as of August 31, 2022 and 2021 represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances, including expected cash flows and appropriately risk‑adjusted discount rates, available observable and unobservable inputs. The following methods and assumptions were used to estimate the fair value of each class of financial instruments: • Cash, cash equivalents, restricted cash, receivables and payables (including related parties) and notes payable to banks: The carrying amounts, at face value or cost plus accrued interest, approximate fair value because of the short maturity of these instruments. • Other assets (non‑derivatives) include primarily value‑added tax (“VAT”) refund receivables, refundable deposits, and restricted time deposits. The fair value of VAT refund receivables approximates the carrying amount because of the short maturity. The fair value of refundable deposits and restricted time deposits with no fixed maturity is based on the carrying amount. • Long‑term debt: The fair value of the Company’s variable rate long‑term debt is estimated based on the prevailing market rate adjusted by the Company’s credit spread. |
Condensed Parent Company Only F
Condensed Parent Company Only Financial Statements | 12 Months Ended |
Aug. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Parent Company Only Financial Statements | 13. CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS As a holding company, dividends received from SemiLEDs’ subsidiaries in Taiwan, if any, will be subject to withholding tax under Taiwan law, as well as statutory and other legal restrictions. The condensed parent company only financial information for SemiLEDs is presented below (in thousands): August 31, Condensed Balance Sheets 2022 2021 ASSETS Cash and cash equivalents $ 2,215 $ 1,162 Prepaid expenses and other current assets 11,644 11,995 Total current assets 13,859 13,157 Intangible assets, net 1 1 Investments in subsidiaries ( 4,567 ) ( 2,841 ) TOTAL ASSETS $ 9,293 $ 10,317 LIABILITIES AND EQUITY Accrued expenses and other current liabilities $ 1,208 $ 1,104 Long-term debt, current portion 4,587 4,587 Total current liabilities 5,795 5,691 Total equity 3,498 4,626 TOTAL LIABILITIES AND EQUITY $ 9,293 $ 10,317 SemiLEDs had no contingencies, long‑term obligations and guarantees as of August 31, 2022 or August 31, 2021. Years Ended August 31, Condensed Statements of Operations 2022 2021 Operating expenses: Selling, general and administrative $ 638 $ 694 Loss from operations ( 638 ) ( 694 ) Other expenses: Equity in losses from subsidiaries, net ( 1,869 ) ( 1,697 ) Interest expenses ( 323 ) ( 322 ) Other income (expense), net 86 ( 138 ) Total other expenses, net ( 2,106 ) ( 2,157 ) Net loss $ ( 2,744 ) $ ( 2,851 ) Years Ended August 31, Condensed Statements of Cash Flows 2022 2021 Net cash provided by (used in): Operating activities $ 58 $ ( 3,264 ) Investing activities — — Financing activities 995 4,175 Net increase in cash and cash equivalents 1,053 911 Cash and cash equivalents at beginning of year 1,162 251 Cash and cash equivalents at end of year $ 2,215 $ 1,162 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. 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 August 31, 2022 and 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 August 31, 2022 and 2021, these loans totaled $ 3.2 million. The loans are secured by a second priority security interest on the Company's headquarters building. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS The Company has analyzed its operations subsequent to August 31, 2022 to the date these consolidated financial statements were issued, finding that the impact of COVID-19 and subsequent variants on the Company is unknown 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 other material subsequent events to disclose in these consolidated financial statements. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Aug. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | SEMILEDS CORPORATION SCHEDULE II— VALUATION AND QUALIFYING ACCOUNTS Years Ended August 31, 2022 2021 (In thousands) Allowance for Doubtful Accounts (Including Related Parties): Beginning balance $ 199 $ 187 Charged to bad debt expense 126 — Write-downs charged against the allowance Effect of exchange rate changes ( 19 ) 12 Ending balance $ 306 $ 199 Years Ended August 31, 2022 2021 (In thousands) Valuation Allowance for Deferred Tax Assets: Beginning balance $ 33,781 $ 32,254 Charged to income tax expense ( 2,932 ) ( 78 ) Net operating loss carryforward expired ( 3,405 ) ( 368 ) Effect of exchange rate changes ( 4,934 ) 1,973 Ending balance $ 22,510 $ 33,781 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Reclassification | Reclassification — Certain prior period amounts have been reclassified to conform to the current period presentation and had no effect on previously reported consolidated net loss or accumulated deficit. |
Going Concern | Going Concern — The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. The Company has suffered losses from operations of $ 3.2 million and $ 3.9 million, and used net cash in operating activities of $ 1.5 million and $ 1.7 million for the years ended August 31, 2022 and 2021, respectively. These facts and conditions have raised substantial doubt about the Company’s ability to continue as a going concern, even though gross profit on product sales was $ 1.4 million for the year ended August 31, 2022 compared to $ 1.0 million for the year ended August 31, 2021. On August 31, 2022, the Company’s cash and cash equivalents decreased to $ 4.3 million mainly due to operating losses. Management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. The plan includes: • Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. The growth of the Company’s module products and the continued commercial sales of its UV LED products are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focused on product enhancement and developing its LED product into many other applications or devices; • Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, may possibly decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility. • Raising additional cash through 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 consolidated financial statements and financial statement schedule 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. |
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 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 ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This standard allows equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investees) 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 a qualitative assessment to identify impairment at each reporting period. When a qualitative assessment indicates that impairment exists, the Company is required to measure the investments at fair value. 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 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 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 few years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future. |
Concentration of Supply Risk | 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 customers’ 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 cashflows. |
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 August 31, 2022 and 2021, cash and cash equivalents of the Company consisted of the following (in thousands): August 31, Cash and Cash Equivalents by Location 2022 2021 United States; Denominated in U.S. dollars $ 2,215 $ 1,162 Taiwan; Denominated in U.S. dollars 1,447 3,405 Denominated in New Taiwan dollars 127 47 Denominated in other currencies 485 219 China (including Hong Kong); Denominated in Renminbi — — Denominated in H.K. dollars — — Total cash and cash equivalents $ 4,274 $ 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, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. Customers that accounted for 10% or more of the Company’s total net accounts receivable as of August 31, 2022 and 2021 consist of the following: August 31, Customers 2022 2021 Customer A 38 % 53 % Customer B 11 % 9 % Customer C 0 % 20 % Customer D 19 % 0 % Customer E 15 % 0 % Customer F 13 % 0 % The customers accounted for 10% or more of the Company’s total net revenues for the years ended August 31, 2022 and 2021, as follows (in thousands, except percentages): Years Ended August 31, 2022 2021 % of % of Customers Amount Revenues Amount Revenues Customer A $ 1,997 28 % $ 721 15 % Customer B 1,236 18 % 1,260 27 % Customer C 956 14 % 502 11 % |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all highly liquid investment instruments purchased with initial maturities of three months or less to be cash equivalents. As of August 31, 2022 and 2021, cash and cash equivalents of the Company consist of the following (in thousands): August 31, Cash and Cash Equivalents 2022 2021 Cash; Cash and demand deposits $ 4,274 $ 4,833 Cash equivalents; Money market funds — — Total cash and cash equivalents $ 4,274 $ 4,833 |
Restricted Cash Equivalents | Restricted Cash Equivalents — Restricted cash primarily consists of cash held in reserved bank accounts in Taiwan. As of August 31, 2022 and 2021, the Company’s restricted cash equivalents at current portion amounted $ 82 thousand and $ 90 thousand, respectively. As of August 31, 2022 and 2021, the Company’s restricted cash at noncurrent portion, which was recorded as other assets, amounted to $ 96 thousand and $ 105 thousand, respectively. |
Foreign Currency | Foreign Currency — The Company’s subsidiaries use the local currency as their functional currency. The assets and liabilities of the subsidiaries are, therefore, translated into the U.S. dollars at exchange rates in effect at each balance sheet date, with the resulting translation adjustments recorded to a separate component of accumulated other comprehensive income (loss) within equity. Income and expense accounts are translated at average exchange rates during the period. Any gains and losses from transactions denominated in foreign currencies are recognized in the consolidated statements of operations as a separate component of other income (expense). |
Accounts Receivable | Accounts Receivable — Accounts receivable (including related parties with zero net book value as of August 31, 2022 and 2021, respectively) are recorded at invoiced amounts, net of allowances for doubtful accounts, and do not bear interest. The allowance for doubtful accounts is based on management’s assessment of the collectability of customer accounts. Management regularly reviews the allowance by considering certain factors such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. Bad debt expenses were recognized $ 126 thousand and $ 540 thousand during the years ended August 31, 2022 and 2021, respectively. |
Inventories | Inventories — Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value. Cost is determined using a weighted average. For work in process and manufactured inventories, cost consists of raw materials, direct labor and an allocated portion of the Company’s production overhead. The Company writes down excess and obsolete inventory to its estimated net realizable value based upon assumptions about future demand and market conditions. For finished goods and work in process, if the estimated net realizable value for an inventory item, which is the estimated selling price in the ordinary course of business, less reasonably predicable costs to completion and disposal, is lower than its cost, the specific inventory item is written down to its estimated net realizable value. Net realizable value for raw materials is based on replacement cost. Provisions for inventory write‑downs are included in cost of revenues in the consolidated statements of operations. Once written down, inventories are carried at this lower cost basis until sold or scrapped. |
Property, Plant and Equipment | Property, Plant and Equipment — Property, plant and equipment are stated at cost less accumulated depreciation, amortization and impairment. Depreciation on property, plant and equipment is calculated using the straight‑line method over the estimated useful lives, less estimated salvage values of the assets. Leasehold improvements are amortized using the straight‑line method over the shorter of the lease term or estimated useful life of the asset. The estimated useful lives of property, plant and equipment are as follows: Buildings and improvements 5 to 20 years Machinery and equipment 1 to 10 years Leasehold improvements 2 to 10 years Other equipment 2 to 6 years |
Major Maintenance Activities | Major Maintenance Activities — The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. |
Intangible Assets | Intangible Assets — Intangible assets consist of patents, trademarks and acquired technology. Intangible assets are initially recognized at their respective acquisition costs. All of the Company’s intangible assets have been determined to have finite useful lives and are, therefore, amortized using the straight‑line method over their estimated useful lives: Patents and trademarks 5 to 25 years Acquired technology 5 years |
Impairment of Long-Lived Assets | Impairment of Long ‑ Lived Assets — Management evaluates the Company’s long‑lived assets, excluding goodwill, that consist of property, plant and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying amount of the asset over the estimated fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third‑party independent appraisers, as considered necessary. No impairment charge was recognized in the years ended August 31, 2022 and 2021. |
Recovery of Investments in Unconsolidated Entities | Recovery of Investments in Unconsolidated Entities — Management evaluates the recoverability of the carrying amount of the Company’s equity investments accounted for using the equity method and cost method when there is an indication of potential impairment. If the estimated realizable value of an equity investment falls below its carrying amount and management determines that this shortfall is other‑than‑temporary, the carrying amount of such investment is written down to its estimated realizable value. In determining whether a decline in value is other‑than‑temporary, management considers the length of time and the extent to which such value has been less than the carrying amount, the financial condition and prospects of the investee, and the Company’s ability and intent to retain the equity investment for a period of time sufficient to allow for any anticipated recovery in value. No impairment charge was recognized in the year ended August 31, 2022 and 2021. |
Income Taxes | Income Taxes — The Company accounts for income taxes under the asset and liability method. As part of the process of preparing the consolidated financial statements, the Company estimates its income taxes in each of the jurisdictions in which it operates. The Company estimates actual current tax expense together with assessing temporary differences resulting from differing accounting treatment for items such as accruals and allowances that are not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities which are included in the Company’s consolidated balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s consolidated statements of operations become deductible expenses under applicable income tax laws or when operating loss or tax credit carryforwards are utilized. Accordingly, realization of the deferred tax assets is dependent on the Company’s ability to earn future taxable income against which these deductions, losses and credits can be utilized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applicable to the taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the Company’s deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period the change in the tax law was enacted. Management assesses the likelihood that the Company’s deferred tax assets will be recovered from future taxable income and, to the extent management believes that recovery is not more likely than not, a valuation allowance is established. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Stock-based Compensation | Stock ‑ based Compensation — Compensation costs related to employee stock options and restricted stock units are based on the fair value of the options and stock units on the date of grant, net of estimated forfeitures. The Company determines the grant date fair value of the options using the Black‑Scholes option‑pricing model. The related stock‑based compensation expense is generally recognized on a straight‑line basis over the period in which an employee is required to provide service in exchange for the options and stock units, or the vesting period of the respective options and stock units. |
Research and Development Costs | Research and Development Costs — Research and development costs are expensed as incurred. Research and development costs are presented as a separate line item in the consolidated statements of operations. |
Advertising Costs | Advertising Costs — Advertising costs are expensed as incurred. Advertising costs totaled $ 4 thousand and $ 1 thousand for the years ended August 31, 2022 and 2021, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations. |
Segment Reporting | Segment Reporting — The Company uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions, allocating resources and assessing performance as the source for determining the Company’s reportable segments. During the years ended August 31, 2022 and 2021, the Chief Executive Officer has been identified as the chief operating decision maker. The Company’s chief operating decision maker regularly reviews consolidated assets and consolidated operating results prepared under U.S. GAAP for the enterprise as a whole when making decisions about allocating resources and assessing performance of the Company. Consequently, management has determined that the Company does not have any operating segments as defined in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 280‑10‑50‑1, “Segment Reporting.” |
Shipping And Handling Cost Policy | Shipping and Handling Costs — The Company includes costs from shipping and handling within cost of revenues in the period in which they are incurred. |
Net Income (Loss) Per Share of SemiLEDs Common Stock | Net Income (Loss) Per Share of SemiLEDs Common Stock — Basic net income (loss) per share is computed by dividing net income (loss) attributable to SemiLEDs stockholders by the weighted average number of shares of common stock outstanding during the period. Net income (loss) attributable to SemiLEDs stockholders is determined by allocating undistributed earnings as if all of the earnings for the period had been distributed. Diluted net income (loss) per share is computed by using the weighted‑average shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and unvested restricted stock units using the treasury stock method. |
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 wholly owned operating subsidiary, issued 414,000 common shares and amended its certificate of incorporation to increase its issued common stock from 12,087,715 shares 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 was 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. Therefore, noncontrolling interest in SBDI declined to 3.05 % as of August 31, 2021. From April 2022 to May 2022, the Company purchased additional 52,000 common shares of SBDI from non-controlling shareholders. Therefore, noncontrolling interest in SBDI declined to 2.63 % as of August 31, 2022. |
Commitments and Contingencies | Commitments and Contingencies — Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Fair Value Measurements | Fair Value Measurements — The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level2 Inputs: Other than quoted prices included in Level1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. See Note12 for further details. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 no earlier than fiscal years beginning after December 15, 2020, and 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 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 concluded that the standard will have no material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Schedule of cash and cash equivalents by location | As of August 31, 2022 and 2021, cash and cash equivalents of the Company consisted of the following (in thousands): August 31, Cash and Cash Equivalents by Location 2022 2021 United States; Denominated in U.S. dollars $ 2,215 $ 1,162 Taiwan; Denominated in U.S. dollars 1,447 3,405 Denominated in New Taiwan dollars 127 47 Denominated in other currencies 485 219 China (including Hong Kong); Denominated in Renminbi — — Denominated in H.K. dollars — — Total cash and cash equivalents $ 4,274 $ 4,833 |
Schedule of customers accounting for 10% or more | Customers that accounted for 10% or more of the Company’s total net accounts receivable as of August 31, 2022 and 2021 consist of the following: August 31, Customers 2022 2021 Customer A 38 % 53 % Customer B 11 % 9 % Customer C 0 % 20 % Customer D 19 % 0 % Customer E 15 % 0 % Customer F 13 % 0 % |
Schedule of cash and cash equivalents | As of August 31, 2022 and 2021, cash and cash equivalents of the Company consist of the following (in thousands): August 31, Cash and Cash Equivalents 2022 2021 Cash; Cash and demand deposits $ 4,274 $ 4,833 Cash equivalents; Money market funds — — Total cash and cash equivalents $ 4,274 $ 4,833 |
Schedule of estimated useful lives of property, plant and equipment | The estimated useful lives of property, plant and equipment are as follows: Buildings and improvements 5 to 20 years Machinery and equipment 1 to 10 years Leasehold improvements 2 to 10 years Other equipment 2 to 6 years |
Schedule of estimated useful lives of finite-lived intangible assets | Patents and trademarks 5 to 25 years Acquired technology 5 years |
Customer concentration | Net revenues | |
Schedule of customers accounting for 10% or more | The customers accounted for 10% or more of the Company’s total net revenues for the years ended August 31, 2022 and 2021, as follows (in thousands, except percentages): Years Ended August 31, 2022 2021 % of % of Customers Amount Revenues Amount Revenues Customer A $ 1,997 28 % $ 721 15 % Customer B 1,236 18 % 1,260 27 % Customer C 956 14 % 502 11 % |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of inventories | Inventories as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 2021 Raw materials $ 493 $ 564 Work in process 953 1,217 Finished goods 2,338 2,156 Total $ 3,784 $ 3,937 |
Schedule of property, plant and equipment | Property, plant and equipment as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 2021 Buildings and improvements $ 13,698 $ 14,997 Machinery and equipment 27,649 34,421 Leasehold improvements 161 176 Other equipment 2,283 2,547 Construction in progress 81 — Total property, plant and equipment 43,872 52,141 Less: Accumulated depreciation and amortization ( 39,733 ) ( 46,897 ) Property, plant and equipment, net $ 4,139 $ 5,244 |
Schedule of intangible assets | Intangible assets as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ 580 $ 478 $ 102 Acquired technology 5 335 335 — Total $ 915 $ 813 $ 102 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 |
Schedule of estimated amortization expense of intangible assets | The estimated future amortization expense for the Company’s intangible assets as of August 31, 2022 is as follows (in thousands): Years Ending August 31, Total 2023 $ 10 2024 9 2025 9 2026 9 2027 9 Thereafter 56 Total $ 102 |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 2021 Accrued compensation and benefits $ 1,678 $ 1,694 Customer deposits 346 293 Accrued business expenses 176 200 Accrued professional service fees 100 283 Other (individually less than 5 % of total accrued expenses and other current liabilities) 402 313 Total $ 2,702 $ 2,783 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 12 Months Ended |
Aug. 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 August 31, 2022 and 2021 consist of the following (in thousands, except percentages): August 31, 2022 August 31, 2021 Percentage Percentage Ownership Amount Ownership Amount Equity investment without readily determinable fair value Various $ 922 Various $ 1,011 Total investments in unconsolidated entities $ 922 $ 1,011 |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long‑term debt as of August 31, 2022 and 2021 consist of the following loans (in thousands): August 31, 2022 2021 First note payable- Mega Bank $ 1,453 $ 1,917 Second note payable- Mega Bank 890 1,175 Loans from Chairman and Shareholders 3,200 3,200 Convertible notes issued to Chairman and Shareholders 1,386 1,386 Total long-term debt 6,929 7,678 Less: Current installments ( 5,063 ) ( 5,109 ) Total long-term debt, excluding current installments $ 1,866 $ 2,569 |
Schedule of principal payments for the long-term debt | The scheduled principal payments for the Company’s long-term debt as of August 31, 2022 consist of the following (in thousands): Scheduled Principal Years Ending August 31, Payments 2023 $ 4,587 2024 476 2025 476 2026 476 2027 476 Thereafter 438 Total $ 6,929 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Aug. 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: August 31, 2022 2021 Assets Operating lease right of use assets $ 1,578 $ 1,635 Liabilities Operating lease liabilities, current portion $ 143 $ 98 Operating lease liabilities, less current portion 1,435 1,537 Total $ 1,578 $ 1,635 |
Schedule of lease expenses and related cash flows | The following provides details of the Company’s lease expenses: August 31, 2022 2021 Operating lease expenses $ 166 $ 164 Other information related to leases is presented below: August 31, 2022 2021 Cash Paid for amounts Included In Measurement of Liabilities: Operating cash flows from operating leases $ 166 $ 164 Weighted Average Remaining Lease Term: Operating leases 16.27 years 18.74 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 August 31, 2022 consist of the following (in thousands): Operating Years Ending August 31, Leases 2023 $ 170 2024 170 2025 128 2026 95 2027 95 Thereafter 1,154 Total future minimum lease payments, undiscounted 1,812 Less: Imputed interest 234 Present value of future minimum lease payments $ 1,578 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of the stock-based compensation expense | A summary of the stock-based compensation expense for the years ended August 31, 2022 and 2021 is as follows (in thousands): Years Ended August 31, 2022 2021 Cost of revenues $ 124 $ 51 Research and development 126 43 Selling, general and administrative 209 92 $ 459 $ 186 |
Summary of the option activity and changes | A summary of the option activity and changes for the years ended August 31, 2022 and 2021 is presented below: Weighted- Weighted- Average Number of Average Remaining Aggregate Stock Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value (In thousands) (In thousands) Outstanding—September 1, 2020 8 $ 159.00 0.5 $ — Granted — — Forfeited ( 8 ) 159.00 Exercised — — Outstanding—August 31, 2021 — $ — — $ — Granted Forfeited — — Exercised Outstanding—August 31, 2022 — $ — — $ — Vested and expected to vest—August 31, 2022 — $ — — $ — Exercisable—August 31, 2022 — $ — — $ — |
Summary of the restricted stock unit awards outstanding and changes | A summary of the restricted stock unit awards outstanding and changes for the years ended August 31, 2022 and 2021 is presented below: Weighted- Number of Average Stock Units Grant Date Outstanding Fair Value (In thousands) Outstanding—September 1, 2020 139 $ 2.39 Granted 48 3.00 Vested ( 69 ) 2.70 Forfeited ( 15 ) 2.51 Outstanding—August 31, 2021 103 $ 2.46 Granted 114 7.10 Vested ( 86 ) 5.09 Forfeited ( 11 ) 2.39 Outstanding—August 31, 2022 120 $ 4.96 |
Net Loss Per Share of Common _2
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Aug. 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 an antidilutive effect on the net loss per share (in thousands of shares): Years Ended August 31, 2022 2021 Stock units and stock options to purchase common stock 88 70 Convertible notes to convert into common stock 467 235 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income taxes | The Company’s loss before income taxes for the years ended August 31, 2022 and 2021 was attributable to the following jurisdictions (in thousands): Years Ended August 31, 2022 2021 U.S. operations $ ( 875 ) $ ( 1,156 ) Foreign operations ( 1,851 ) ( 1,701 ) Loss before income taxes $ ( 2,726 ) $ ( 2,857 ) |
Schedule of income tax expense differed from the amounts computed by applying the statutory U.S. federal income tax rate to loss before income taxes | Income tax expense differed from the amounts computed by applying the statutory U.S. federal income tax rate of 21 % to loss before income taxes for the years ended August 31, 2022 and 2021, as a result of the following (in thousands): Years Ended August 31, 2022 2021 Computed “expected” income tax benefit $ ( 115 ) $ ( 115 ) Foreign tax rate differential 12 19 Valuation allowance ( 3,092 ) ( 239 ) Other 3,195 335 Income tax expense $ — $ — |
Schedule of net deferred tax assets (liabilities) | Net deferred tax assets (liabilities) as of August 31, 2022 and 2021 consist of the following (in thousands): August 31, 2022 2021 Deferred tax assets: Inventories, primarily due to inventory obsolescence and lower of cost or market provisions $ 1,715 $ 1,848 Allowance for doubtful accounts 34 38 Accruals and other ( 23 ) ( 159 ) Property, plant and equipment 528 738 Stock-based compensation 392 392 Net operating loss carryforwards 19,864 30,924 Total gross deferred tax assets 22,510 33,781 Less: Valuation allowance ( 22,510 ) ( 33,781 ) Deferred tax assets, net of valuation allowance $ — $ — |
Schedule of unused net operating loss carryforwards and income tax credits | As of August 31, 2022 the Company had the U.S. net operating losses (the “U.S. NOLs”) of approximately $ 3,292 thousand, which begins to expire in 2025 . The U.S. NOLs generated in tax years prior to August 31, 2018, can be carryforward for twenty years , whereas U.S. NOLs generated after August 31, 2018 can be carryforward indefinitely. The unused net operating loss carryforwards were as follows (in thousands): August 31, Expiration 2022 Year U.S. federal net operating loss carryforwards (prior to August 31, 2018) $ 367 2025 - 2037 U.S. federal net operating loss carryforwards (after August 31, 2018) 2,925 — Foreign net operating loss carryforwards (expiring over the next 5 years) 78,737 2023 - 2027 Foreign net operating loss carryforwards (expiring in more than 5 years) 17,126 2028 - 2032 Total unused net operating loss carryforwards and income tax credits $ 99,155 |
Summary of open tax years by major tax jurisdiction | Below is a summary of open tax years by major tax jurisdiction: Open Tax Year U.S. federal 2017 - 2021 U.S. state 2017 - 2021 Foreign—Taiwan 2021 |
Product and Geographic Inform_2
Product and Geographic Information (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of revenues by products | Revenues by products for the years ended August 31, 2022 and 2021 are as follows (in thousands): Years Ended August 31, 2022 2021 LED chips $ 166 $ 171 LED components 4,872 3,259 Lighting products 533 730 Other (1) 1,480 575 Total $ 7,051 $ 4,735 (1) Other includes primarily revenues attributable to the sale of epitaxial wafers, scraps and raw materials and the provision of services. |
Schedule of revenues by geographic area | Revenues by geography are based on the billing address of the customer. The following table sets forth revenues by geographic area for the years ended August 31, 2022 and 2021 (in thousands): Years Ended August 31, 2022 2021 United States $ 2,888 $ 1,550 Netherlands 1,236 1,274 Japan 963 504 Taiwan 766 155 Germany 574 380 China 294 256 Other (individually less than 5 % of total net revenues) 330 616 Total $ 7,051 $ 4,735 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying amounts and estimated fair values of financial instruments | The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of August 31, 2022 and 2021 (in thousands): August 31, 2022 August 31, 2021 Carrying Fair Carrying Fair Amount Value Amount Value Financial assets: Cash and cash equivalents and restricted cash $ 4,356 $ 4,356 $ 4,923 $ 4,923 Receivables (including related parties) 880 880 865 865 Other assets (non-derivatives) 184 184 248 248 Financial liabilities: Payables (including related parties) $ 4,049 $ 4,049 $ 4,300 $ 4,300 Long-term debt (including current installments) 6,929 6,929 7,678 7,678 |
Condensed Parent Company Only_2
Condensed Parent Company Only Financial Statements (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of condensed parent company only balance sheets | The condensed parent company only financial information for SemiLEDs is presented below (in thousands): August 31, Condensed Balance Sheets 2022 2021 ASSETS Cash and cash equivalents $ 2,215 $ 1,162 Prepaid expenses and other current assets 11,644 11,995 Total current assets 13,859 13,157 Intangible assets, net 1 1 Investments in subsidiaries ( 4,567 ) ( 2,841 ) TOTAL ASSETS $ 9,293 $ 10,317 LIABILITIES AND EQUITY Accrued expenses and other current liabilities $ 1,208 $ 1,104 Long-term debt, current portion 4,587 4,587 Total current liabilities 5,795 5,691 Total equity 3,498 4,626 TOTAL LIABILITIES AND EQUITY $ 9,293 $ 10,317 |
Schedule of condensed parent company only statement of operations | SemiLEDs had no contingencies, long‑term obligations and guarantees as of August 31, 2022 or August 31, 2021. Years Ended August 31, Condensed Statements of Operations 2022 2021 Operating expenses: Selling, general and administrative $ 638 $ 694 Loss from operations ( 638 ) ( 694 ) Other expenses: Equity in losses from subsidiaries, net ( 1,869 ) ( 1,697 ) Interest expenses ( 323 ) ( 322 ) Other income (expense), net 86 ( 138 ) Total other expenses, net ( 2,106 ) ( 2,157 ) Net loss $ ( 2,744 ) $ ( 2,851 ) |
Schedule of condensed parent company only statements of cash flows | Years Ended August 31, Condensed Statements of Cash Flows 2022 2021 Net cash provided by (used in): Operating activities $ 58 $ ( 3,264 ) Investing activities — — Financing activities 995 4,175 Net increase in cash and cash equivalents 1,053 911 Cash and cash equivalents at beginning of year 1,162 251 Cash and cash equivalents at end of year $ 2,215 $ 1,162 |
Business (Details)
Business (Details) | 12 Months Ended |
Aug. 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) | 97.37% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Presentation and Use of Estimates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
Losses from operations | $ 3,200 | $ 3,918 |
Net cash used in operating activities | 1,508 | 1,737 |
Gross profits (losses) on product sales | 1,397 | 1,033 |
Cash and cash equivalents | $ 4,274 | $ 4,833 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Others (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Revenues Recognition | ||
Minimum warranty period | 3 months | |
Maximum warranty period | 2 years | |
Restricted Cash and Cash Equivalents | ||
Restricted Cash Equivalents, Current | $ 82 | $ 90 |
Restricted Cash, Noncurrent | 96 | 105 |
Accounts Receivable | ||
Due from related parties | 0 | 0 |
Bad debt expense | 126 | 540 |
Impairment loss on investment | 0 | 0 |
Advertising Costs | ||
Advertising costs incurred | $ 4 | $ 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Concentration Risk [Line Items] | ||
Cash and cash equivalents | $ 4,274 | $ 4,833 |
Revenues, net | $ 7,051 | $ 4,735 |
Accounts receivable | Customer concentration | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 38% | 53% |
Accounts receivable | Customer concentration | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 11% | 9% |
Accounts receivable | Customer concentration | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 0% | 20% |
Accounts receivable | Customer concentration | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 19% | 0% |
Accounts receivable | Customer concentration | Customer E | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 15% | 0% |
Accounts receivable | Customer concentration | Customer F | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 13% | 0% |
Net revenues | Customer concentration | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 28% | 15% |
Revenues, net | $ 1,997 | $ 721 |
Net revenues | Customer concentration | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 18% | 27% |
Revenues, net | $ 1,236 | $ 1,260 |
Net revenues | Customer concentration | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 14% | 11% |
Revenues, net | $ 956 | $ 502 |
United States | U.S. Dollars | ||
Concentration Risk [Line Items] | ||
Cash and cash equivalents | 2,215 | 1,162 |
Taiwan | U.S. Dollars | ||
Concentration Risk [Line Items] | ||
Cash and cash equivalents | 1,447 | 3,405 |
Taiwan | New Taiwan Dollars | ||
Concentration Risk [Line Items] | ||
Cash and cash equivalents | 127 | 47 |
Taiwan | Other currencies | ||
Concentration Risk [Line Items] | ||
Cash and cash equivalents | $ 485 | $ 219 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Cash And Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 4,274 | $ 4,833 |
Cash and demand deposits | ||
Cash And Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 4,274 | $ 4,833 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Aug. 31, 2022 | |
Buildings and improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Buildings and improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 20 years |
Machinery and equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 1 year |
Machinery and equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 10 years |
Leasehold improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 2 years |
Leasehold improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 10 years |
Other equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 2 years |
Other equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 6 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Aug. 31, 2022 | |
Patents and trademarks | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Patents and trademarks | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives | 25 years |
Acquired technology | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives | 5 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Impairment of Long-lived Assets (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Accounting Policies [Abstract] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Noncontrolling Interests (Details) $ in Thousands, $ in Millions | 2 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, 2022 shares | Aug. 31, 2021 shares | Aug. 31, 2018 shares | |
Minority Interest [Line Items] | |||||||
Common stock, shares issued | 4,832,000 | 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% | 3.05% | 0% | ||
Taiwan SemiLEDs | Taiwan Bandaoti Zhaoming Co., Ltd. | |||||||
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 | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | ||
Raw materials | $ 493 | $ 564 |
Work in process | 953 | 1,217 |
Finished goods | 2,338 | 2,156 |
Total | 3,784 | 3,937 |
Inventory write-downs | $ 807 | $ 659 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 43,872 | $ 52,141 |
Less: Accumulated depreciation and amortization | (39,733) | (46,897) |
Property, plant and equipment, net | 4,139 | 5,244 |
Depreciation expense | 915 | 879 |
Long-term notes | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment pledged as collateral for notes payable and lines of credit | 2,800 | 3,500 |
Buildings and improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 13,698 | 14,997 |
Machinery and equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 27,649 | 34,421 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 161 | 176 |
Other equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 2,283 | $ 2,547 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 81 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 915 | $ 994 |
Accumulated Amortization | 813 | 868 |
Total | 102 | 126 |
Amortization expense recognized | 23 | 18 |
Impairment of intangibles | 0 | $ 0 |
Estimated amortization expense for intangible assets | ||
2023 | 10 | |
2024 | 9 | |
2025 | 9 | |
2026 | 9 | |
2027 | 9 | |
Thereafter | $ 56 | |
Patents and trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 580 | $ 627 |
Accumulated Amortization | 478 | 501 |
Total | $ 102 | $ 126 |
Acquired technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 335 | $ 367 |
Accumulated Amortization | $ 335 | $ 367 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued compensation and benefits | $ 1,678 | $ 1,694 |
Customer deposits | 346 | 293 |
Accrued business expenses | 176 | 200 |
Accrued professional service fees | 100 | 283 |
Other (individually less than 5% of total accrued expenses and other current liabilities) | 402 | 313 |
Total | $ 2,702 | $ 2,783 |
Maximum percentage of total accrued expenses and other current liabilities | 5% | 5% |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Investments in unconsolidated entities | ||
Equity investment without readily determinable fair value | $ 922 | $ 1,011 |
Total investments in unconsolidated entities | 922 | 1,011 |
Impairment loss on investment | 0 | $ 0 |
Unconsolidated Entities | ||
Investments in unconsolidated entities | ||
Dividend received from unconsolidated entities | $ 0 |
Indebtedness - Summary of Long-
Indebtedness - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Long-term Debt | ||
Total long-term debt | $ 6,929 | $ 7,678 |
Less: Current installments | (5,063) | (5,109) |
Long-term debt, excluding current installments | 1,866 | 2,569 |
Mega Bank | First note payable to Mega Bank | ||
Long-term Debt | ||
Total long-term debt | 1,453 | 1,917 |
Mega Bank | Second note payable to Mega Bank | ||
Long-term Debt | ||
Total long-term debt | 890 | 1,175 |
Board Of Chairman and Shareholder | ||
Long-term Debt | ||
Total long-term debt | 3,200 | 3,200 |
Convertible Debt | Board Of Chairman and Shareholder | ||
Long-term Debt | ||
Total long-term debt | $ 1,386 | $ 1,386 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||||||||
May 26, 2022 | Jan. 15, 2022 USD ($) | Jan. 14, 2022 | May 26, 2021 | Jan. 22, 2021 USD ($) | Jan. 16, 2021 | Jan. 14, 2021 USD ($) | May 25, 2020 USD ($) shares | Dec. 10, 2019 USD ($) | Nov. 25, 2019 USD ($) $ / shares | Jul. 05, 2019 USD ($) Loan | Jan. 08, 2019 USD ($) | Dec. 31, 2019 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Jul. 05, 2019 TWD ($) | |
Long-term Debt | ||||||||||||||||
Total long-term debt | $ 6,929,000 | $ 7,678,000 | ||||||||||||||
Holders | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Aggregate amount of loan | $ 3,200,000 | |||||||||||||||
Related party loan repayment amount | $ 1,700,000 | $ 1,500,000 | ||||||||||||||
Loan agreement, rate of interest | 8% | |||||||||||||||
Debt instrument , maturity date | Jan. 15, 2023 | Jan. 15, 2022 | ||||||||||||||
Unsecured Convertible Promissory Notes Payable | Holders | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Debt instrument , maturity date | May 30, 2023 | May 30, 2022 | May 30, 2021 | May 30, 2021 | ||||||||||||
Principal amount of unsecured convertible promissory notes | $ 500,000 | $ 1,500,000 | $ 2,000,000 | $ 1,400,000 | $ 1,400,000 | |||||||||||
Debt instrument, convertible conversion price | $ / shares | $ 3 | |||||||||||||||
Unsecured Convertible Promissory Notes Payable | Largest shareholder [Member] | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Interest rate on promissory notes payable | 3.50% | |||||||||||||||
Amount of unsecured convertible promissory notes converted | $ 300,000 | |||||||||||||||
Conversion of notes into common stocks (in shares) | shares | 100,000 | |||||||||||||||
Chairman And Chief Executive Officer | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Aggregate amount of loan | $ 1,700,000 | |||||||||||||||
Related party loan repayment amount | $ 1,700,000 | |||||||||||||||
Loan agreement, rate of interest | 8% | |||||||||||||||
Debt instrument , maturity date | Jan. 15, 2023 | Jan. 15, 2022 | Jan. 22, 2021 | |||||||||||||
Chairman And Chief Executive Officer | Unsecured Convertible Promissory Notes Payable | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Interest rate on promissory notes payable | 3.50% | |||||||||||||||
Largest Shareholder | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Aggregate amount of loan | $ 1,500,000 | |||||||||||||||
Related party loan repayment amount | $ 1,500,000 | |||||||||||||||
Debt instrument , maturity date | Jan. 14, 2021 | |||||||||||||||
Board Of Chairman and Shareholder | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Total long-term debt | 3,200,000 | 3,200,000 | ||||||||||||||
Mega Bank | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Aggregate amount of loan | $ 3,200,000 | $ 100 | ||||||||||||||
Minimum balance of deposit required to be held for security | $ 82,000 | 2.5 | ||||||||||||||
Reserve account balance | 82,000 | 90,000 | ||||||||||||||
Debt instrument terms | 74 months | |||||||||||||||
Note payable maturity month year | 2027-07 | |||||||||||||||
Debt instrument, payment terms | monthly | |||||||||||||||
Number of new loan agreement | Loan | 2 | |||||||||||||||
Mega Bank | First note payable to Mega Bank | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Total long-term debt | 1,453,000 | 1,917,000 | ||||||||||||||
Aggregate amount of loan | $ 2,000,000 | $ 62 | ||||||||||||||
Debt instrument, basis spread on variable rate | 0.64% | |||||||||||||||
Loan agreement, rate of interest | 1.815% | 1.815% | ||||||||||||||
Loan periodic payment | $ 25,000 | |||||||||||||||
Mega Bank | Second note payable to Mega Bank | ||||||||||||||||
Long-term Debt | ||||||||||||||||
Total long-term debt | $ 890,000 | $ 1,175,000 | ||||||||||||||
Aggregate amount of loan | $ 1,200,000 | $ 38 | ||||||||||||||
Debt instrument, basis spread on variable rate | 1.02% | |||||||||||||||
Loan agreement, rate of interest | 2.195% | 2.195% | ||||||||||||||
Loan periodic payment | $ 15,000 |
Indebtedness - Scheduled Princi
Indebtedness - Scheduled Principal Payments for Long-term Debt (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Scheduled Principal Payments | ||
2023 | $ 4,587 | |
2024 | 476 | |
2025 | 476 | |
2026 | 476 | |
2027 | 476 | |
Thereafter | 438 | |
Total long-term debt | $ 6,929 | $ 7,678 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 22, 2021 | Apr. 08, 2021 | Jan. 06, 2021 | Jun. 30, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Commitments and Contingencies | ||||||
Operating lease agreements, description | The Company has several operating leases with third parties, primarily for land, plant and office spaces in Taiwan, including cancellable and noncancelable leases that expire at various dates between December 2024 and December 2040. | |||||
Lease expense related to noncancelable operating leases | $ 166,000 | $ 164,000 | ||||
ASSETS | ||||||
Operating lease right of use assets | 1,578,000 | 1,635,000 | ||||
Liabilities | ||||||
Operating lease liabilities, current portion | 143,000 | 98,000 | ||||
Operating lease liabilities, less current portion | 1,435,000 | 1,537,000 | ||||
Total | 1,578,000 | 1,635,000 | ||||
Operating lease expenses | 166,000 | 164,000 | ||||
Cash Paid for amounts Included In Measurement of Liabilities: | ||||||
Operating cash flows from operating leases | $ 166,000 | $ 164,000 | ||||
Operating leases | 16 years 3 months 7 days | 18 years 8 months 26 days | ||||
Operating leases | 1.76% | 1.76% | ||||
2023 | $ 170,000 | |||||
2024 | 170,000 | |||||
2025 | 128,000 | |||||
2026 | 95,000 | |||||
2027 | 95,000 | |||||
Thereafter | 1,154,000 | |||||
Total future minimum lease payments, undiscounted | 1,812,000 | |||||
Less: Imputed interest | 234,000 | |||||
Present value of future minimum lease payments | 1,578,000 | $ 1,635,000 | ||||
Purchase Obligations | ||||||
Purchase commitments for inventory, property, plant and equipment | $ 121,000 | $ 101,000 | ||||
Litigation | ||||||
Common stock, shares issued | 4,832,000 | 4,460,000 | ||||
Proceeds from issuance of common stock | $ 995,000 | $ 4,175,000 | ||||
Claims From Well Thrive Ltd. | ||||||
Litigation | ||||||
Liquidated damages pursuant to the purchase agreement | 500,000 | |||||
Litigation settlement, amount to be paid | $ 500,000 | |||||
Prejudgment interest | $ 123,000 | $ 135,774 | ||||
Claims From Well Thrive Ltd. | Settlement Agreement | ||||||
Litigation | ||||||
Common stock, shares issued | 35,365 | 35,365 | ||||
Proceeds from issuance of common stock | $ 0 | $ 0 | ||||
Minimum | ||||||
Commitments and Contingencies | ||||||
Cancellable and noncancellable operating lease expiration | 2024-12 | |||||
Maximum | ||||||
Commitments and Contingencies | ||||||
Cancellable and noncancellable operating lease expiration | 2040-12 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 06, 2021 | Jun. 22, 2021 | May 25, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Class Of Stock [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0000056 | $ 0.0000056 | |||||
Conversion of notes into common stocks | $ 650,000 | ||||||
Common stock, shares issued | 4,832,000 | 4,460,000 | |||||
Common stock value | |||||||
Issuance of common stock | $ 995,000 | $ 4,175,000 | |||||
Claims From Well Thrive Ltd. | Settlement Agreement | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 35,365 | 35,365 | |||||
Common stock value | $ 650,000 | ||||||
Issuance of common stock | $ 0 | $ 0 | |||||
Roth Capital Partners LLP | Sales Agreement | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares issued | 344,391 | 286,328 | |||||
Issuance of common stock | $ 4,175,225 | $ 995,099 | |||||
Placement agent fees and legal fees | $ 126,576 | ||||||
Commission as a percent of gross proceeds of sale of placement shares | 3% | ||||||
Placement agent fees and bank fees | $ 30,626 | ||||||
Roth Capital Partners LLP | Sales Agreement | Maximum | |||||||
Class Of Stock [Line Items] | |||||||
Aggregate offering price of placement shares | $ 20,000,000 | ||||||
J.R. Simplot Company | Trung Doan | |||||||
Class Of Stock [Line Items] | |||||||
Convertible unsecured promissory notes | $ 300,000 | ||||||
Conversion of notes into common stocks | $ 100,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 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 | Aug. 31, 2022 USD ($) Item $ / shares shares | Aug. 31, 2021 USD ($) $ / shares shares | |
Stock-based Compensation | ||||||||
Number of share-based compensation plans | Item | 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 | ||||||
Common stock available for future issuance (in shares) | 820,000 | 1,026,000 | ||||||
Stock-based compensation expense | $ | $ 459 | $ 186 | ||||||
Share-based Compensation, Forfeiture Method [Fixed List] | Estimating expected forfeitures | |||||||
Estimated forfeiture rate (as a percent) | 0% | |||||||
Stock-based compensation tax benefit recognized | $ | $ 0 | 0 | ||||||
Taiwan SemiLEDs | ||||||||
Stock-based Compensation | ||||||||
Expected dividend of option grants | 0% | |||||||
Maximum | ||||||||
Stock-based Compensation | ||||||||
Vesting period | 1 year | |||||||
Cost of revenues | ||||||||
Stock-based Compensation | ||||||||
Stock-based compensation expense | $ | $ 124 | 51 | ||||||
Research and development | ||||||||
Stock-based Compensation | ||||||||
Stock-based compensation expense | $ | 126 | 43 | ||||||
Selling, general and administrative | ||||||||
Stock-based Compensation | ||||||||
Stock-based compensation expense | $ | $ 209 | $ 92 | ||||||
Restricted Stock Units (RSUs) | ||||||||
Stock-based Compensation | ||||||||
Stock units granted (in shares) | 114,000 | 48,000 | ||||||
Grant-date fair value (in dollars per share) | $ / shares | $ 7.10 | $ 3 | ||||||
Directors | Restricted Stock Units (RSUs) | ||||||||
Stock-based Compensation | ||||||||
Stock units granted (in shares) | 15,000 | |||||||
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 | 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 | |||||||
Grant-date fair value (in dollars per share) | $ / shares | $ 3 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Options Awards (Details) - Employee Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2022 | |
Number of Stock Options Outstanding | |||
Outstanding at the beginning of the period (in shares) | 8 | ||
Forfeited (in shares) | (8) | ||
Outstanding at the end of the period (in shares) | 8 | ||
Weighted-Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 159 | ||
Forfeited (in dollars per share) | $ 159 | ||
Outstanding at the end of the period (in dollars per share) | $ 159 | ||
Weighted-Average Remaining Contractual Life | |||
Outstanding balance | 6 months | ||
Additional information on stock options | |||
Unrecognized compensation cost related to unvested stock options | $ 0 | $ 0 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units Awards (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Number of Stock Units Outstanding | ||
Outstanding at the beginning of the period (in shares) | 103 | 139 |
Granted (in shares) | 114 | 48 |
Vested (in shares) | (86) | (69) |
Forfeited (in shares) | (11) | (15) |
Outstanding at the end of the period (in shares) | 120 | 103 |
Weighted-Average Grant Date Fair Value | ||
Outstanding at the beginning of the period (in dollars per share) | $ 2.46 | $ 2.39 |
Granted (in dollars per share) | 7.10 | 3 |
Vested (in dollars per share) | 5.09 | 2.70 |
Forfeited (in dollars per share) | 2.39 | 2.51 |
Outstanding at the end of the period (in dollars per share) | $ 4.96 | $ 2.46 |
Additional information on stock units awards | ||
Unrecognized compensation cost related to unvested restricted stock unit awards | $ 532 | $ 205 |
Weighted-average remaining period over which expense will be recognized | 1 year 2 months 8 days | 2 years 1 month 2 days |
Net Loss Per Share of Common _3
Net Loss Per Share of Common Stock (Details) - shares shares in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 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) | 88 | 70 |
Convertible Notes to Convert into Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 467 | 235 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
U.S. federal income tax rate (as a percent) | 21% | 21% | 21% | 34% | |
Statutory income tax rate in Taiwan (as a percent) | 20% | 20% | 20% | 17% | |
Additional Taiwan corporate income tax, or surtax rate (as a percent) | 5% | 5% | 10% | ||
U.S. operations | $ (875,000) | $ (1,156,000) | |||
Foreign operations | (1,851,000) | (1,701,000) | |||
Loss before income taxes | $ (2,726,000) | $ (2,857,000) | |||
Reconciliation of income tax expense | |||||
U.S. federal income tax rate (as a percent) | 21% | 21% | 21% | 34% | |
Computed “expected” income tax benefit | $ (115,000) | $ (115,000) | |||
Foreign tax rate differential | 12,000 | 19,000 | |||
Valuation allowance | (3,092,000) | (239,000) | |||
Other | 3,195,000 | 335,000 | |||
Deferred tax assets: | |||||
Inventories, primarily due to inventory obsolescence and lower of cost or market provisions | 1,715,000 | 1,848,000 | |||
Allowance for doubtful accounts | 34,000 | 38,000 | |||
Accruals and other | (23,000) | (159,000) | |||
Property, plant and equipment | 528,000 | 738,000 | |||
Stock-based compensation | 392,000 | 392,000 | |||
Net operating loss carryforwards | 19,864,000 | 30,924,000 | |||
Total gross deferred tax assets | 22,510,000 | 33,781,000 | |||
Less: Valuation allowance | (22,510,000) | (33,781,000) | |||
Net operating loss carryforwards | $ 3,292,000 | ||||
Net operating loss carryforwards expiration year | 2025 | ||||
Operating loss carryforwards expiration period | 20 years | ||||
Unrecognized tax benefits | $ 0 | $ 0 | |||
One-time transition tax payable period on certain unrepatriated earnings from non-U.S. subsidiaries | 8 years |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards and Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Aug. 31, 2022 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 3,292 |
Total unused net operating loss carryforwards and income tax credits | $ 99,155 |
Operating loss carryforwards, Expiration Year | 2025 |
U.S. Federal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 367 |
U.S. Federal | Minimum | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, Expiration Year | 2025 |
U.S. Federal | Maximum | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, Expiration Year | 2037 |
U.S. Federal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 2,925 |
Foreign | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards (expiring over the next 5 years) | 78,737 |
Net operating loss carryforwards (expiring in more than 5 years) | $ 17,126 |
Foreign | Minimum | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards (expiring over the next 5 years), Expiration Year | 2023 |
Net operating loss carryforwards (expiring in more than 5 years), Expiration Year | 2028 |
Foreign | Maximum | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards (expiring over the next 5 years), Expiration Year | 2027 |
Net operating loss carryforwards (expiring in more than 5 years), Expiration Year | 2032 |
Income Taxes - Summary of Open
Income Taxes - Summary of Open Tax Years by Major Tax Jurisdiction (Details) | 12 Months Ended |
Aug. 31, 2022 | |
U.S. Federal | Earliest Tax Year | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2017 |
U.S. Federal | Latest Tax Year | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2021 |
U.S. State | Earliest Tax Year | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2017 |
U.S. State | Latest Tax Year | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2021 |
Foreign-Taiwan | Latest Tax Year | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2021 |
Product and Geographic Inform_3
Product and Geographic Information - Revenues by Products (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Revenues by products | ||
Revenues | $ 7,051 | $ 4,735 |
LED chips | ||
Revenues by products | ||
Revenues | 166 | 171 |
LED components | ||
Revenues by products | ||
Revenues | 4,872 | 3,259 |
Lighting products | ||
Revenues by products | ||
Revenues | 533 | 730 |
Other | ||
Revenues by products | ||
Revenues | $ 1,480 | $ 575 |
Product and Geographic Inform_4
Product and Geographic Information - Revenues by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Revenues by geographic area | ||
Revenues | $ 7,051 | $ 4,735 |
Maximum percentage of total net revenues | 5% | 5% |
United States | ||
Revenues by geographic area | ||
Revenues | $ 2,888 | $ 1,550 |
Netherlands | ||
Revenues by geographic area | ||
Revenues | 1,236 | 1,274 |
Japan | ||
Revenues by geographic area | ||
Revenues | 963 | 504 |
Taiwan | ||
Revenues by geographic area | ||
Revenues | 766 | 155 |
Germany | ||
Revenues by geographic area | ||
Revenues | 574 | 380 |
China | ||
Revenues by geographic area | ||
Revenues | 294 | 256 |
Other (individually less than 5% of total net revenues) | ||
Revenues by geographic area | ||
Revenues | $ 330 | $ 616 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amounts and Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents and restricted cash | $ 4,356 | $ 4,923 |
Receivables (including related parties) | 880 | 865 |
Other assets (non-derivatives) | 184 | 248 |
Financial liabilities: | ||
Payables (including related parties) | 4,049 | 4,300 |
Long-term debt (including current installments) | 6,929 | 7,678 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents and restricted cash | 4,356 | 4,923 |
Receivables (including related parties) | 880 | 865 |
Other assets (non-derivatives) | 184 | 248 |
Financial liabilities: | ||
Payables (including related parties) | 4,049 | 4,300 |
Long-term debt (including current installments) | $ 6,929 | $ 7,678 |
Condensed Parent Company Only_3
Condensed Parent Company Only Financial Statements - Balance Sheets (Details) - USD ($) | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
ASSETS | |||
Cash and cash equivalents | $ 4,274,000 | $ 4,833,000 | |
Prepaid expenses and other current assets | 123,000 | 329,000 | |
Total current assets | 9,143,000 | 10,054,000 | |
Intangible assets, net | 102,000 | 126,000 | |
TOTAL ASSETS | 16,054,000 | 18,239,000 | |
LIABILITIES AND EQUITY | |||
Accrued expenses and other current liabilities | 2,702,000 | 2,783,000 | |
Long-term debt, current portion | 5,063,000 | 5,109,000 | |
Total current liabilities | 9,255,000 | 9,507,000 | |
Total equity | 3,453,000 | 4,587,000 | |
TOTAL LIABILITIES AND EQUITY | 16,054,000 | 18,239,000 | |
SemiLEDs | |||
ASSETS | |||
Cash and cash equivalents | 2,215,000 | 1,162,000 | $ 251,000 |
Prepaid expenses and other current assets | 11,644,000 | 11,995,000 | |
Total current assets | 13,859,000 | 13,157,000 | |
Intangible assets, net | 1,000 | 1,000 | |
Investments in subsidiaries | (4,567,000) | (2,841,000) | |
TOTAL ASSETS | 9,293,000 | 10,317,000 | |
LIABILITIES AND EQUITY | |||
Accrued expenses and other current liabilities | 1,208,000 | 1,104,000 | |
Long-term debt, current portion | 4,587,000 | 4,587,000 | |
Total current liabilities | 5,795,000 | 5,691,000 | |
Total equity | 3,498,000 | 4,626,000 | |
TOTAL LIABILITIES AND EQUITY | 9,293,000 | 10,317,000 | |
Contingencies, long-term obligations and guarantees | $ 0 | $ 0 |
Condensed Parent Company Only_4
Condensed Parent Company Only Financial Statements - Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Operating expenses: | ||
Selling, general and administrative | $ 3,309 | $ 3,614 |
Loss from operations | 3,200 | 3,918 |
Other expenses: | ||
Interest expenses, net | (369) | (371) |
Other income (expense), net | 1,485 | 1,090 |
Total other income, net | 474 | 1,061 |
Net loss attributable to SemiLEDs stockholders | (2,744) | (2,851) |
SemiLEDs | ||
Operating expenses: | ||
Selling, general and administrative | 638 | 694 |
Loss from operations | 638 | 694 |
Other expenses: | ||
Equity in losses from subsidiaries, net | (1,869) | (1,697) |
Interest expenses, net | (323) | (322) |
Other income (expense), net | 86 | (138) |
Total other income, net | (2,106) | (2,157) |
Net loss attributable to SemiLEDs stockholders | $ (2,744) | $ (2,851) |
Condensed Parent Company Only_5
Condensed Parent Company Only Financial Statements - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Net cash provided by (used in): | ||
Operating activities | $ (1,508) | $ (1,737) |
Investing activities | (113) | 159 |
Financing activities | 490 | 3,990 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (576) | 2,016 |
Cash and cash equivalents at beginning of year | 4,833 | |
Cash and cash equivalents at end of year | 4,274 | 4,833 |
SemiLEDs | ||
Net cash provided by (used in): | ||
Operating activities | 58 | (3,264) |
Financing activities | 995 | 4,175 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 1,053 | 911 |
Cash and cash equivalents at beginning of year | 1,162 | 251 |
Cash and cash equivalents at end of year | $ 2,215 | $ 1,162 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
May 26, 2022 | Jan. 15, 2022 | Jan. 14, 2022 | May 26, 2021 | Jan. 22, 2021 | Jan. 16, 2021 | Jan. 14, 2021 | May 25, 2020 | Dec. 10, 2019 | Nov. 25, 2019 | Jan. 08, 2019 | Dec. 31, 2019 | Aug. 31, 2022 | Aug. 31, 2021 | |
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. 14, 2021 | |||||||||||||
Aggregate amount of loan | $ 1,500,000 | |||||||||||||
Related party loan repayment amount | $ 1,500,000 | |||||||||||||
Holders | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument , maturity date | Jan. 15, 2023 | Jan. 15, 2022 | ||||||||||||
Aggregate amount of loan | $ 3,200,000 | |||||||||||||
Loan agreement, rate of interest | 8% | |||||||||||||
Related party loan repayment amount | $ 1,700,000 | $ 1,500,000 | ||||||||||||
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] | ||||||||||||||
Interest rate on promissory notes payable | 3.50% | |||||||||||||
Unsecured Convertible Promissory Notes Payable | J.R. Simplot Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
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] | ||||||||||||||
Principal amount of unsecured convertible promissory notes | $ 500,000 | $ 1,500,000 | $ 2,000,000 | $ 1,400,000 | $ 1,400,000 | |||||||||
Debt instrument , maturity date | May 30, 2023 | May 30, 2022 | May 30, 2021 | May 30, 2021 | ||||||||||
Debt instrument, convertible conversion price | $ 3 |
SCHEDULE II-VALUATION AND QUA_2
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Allowance for Doubtful Accounts | ||
Changes in Valuation and Qualifying Accounts | ||
Beginning balance | $ 199 | $ 187 |
Charged to expense | 126 | |
Effect of exchange rate changes | (19) | 12 |
Ending balance | 306 | 199 |
Valuation Allowance for Deferred Tax Assets | ||
Changes in Valuation and Qualifying Accounts | ||
Beginning balance | 33,781 | 32,254 |
Charged to expense | (2,932) | (78) |
Net operating loss carryforward expired | (3,405) | (368) |
Effect of exchange rate changes | (4,934) | 1,973 |
Ending balance | $ 22,510 | $ 33,781 |