Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Aug. 31, 2013 | Nov. 14, 2013 | Feb. 28, 2013 |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'SemiLEDs Corp | ' | ' |
Entity Central Index Key | '0001333822 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Aug-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--08-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $10.30 |
Entity Common Stock, Shares Outstanding | ' | 27,760,780 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $36,272 | $47,228 |
Short-term investments | ' | 8,831 |
Accounts receivable, net of allowance for doubtful accounts of $1,616 and $577 as of August 31, 2013 and 2012, respectively | 2,152 | 4,759 |
Accounts receivable from related parties, net of allowance for doubtful accounts $1,395 and $1,405 as of August 31, 2013 and 2012, respectively | 120 | 157 |
Inventories | 10,500 | 13,016 |
Prepaid expenses and other current assets | 1,080 | 1,130 |
Total current assets | 50,124 | 75,121 |
Property, plant and equipment, net | 30,473 | 46,642 |
Intangible assets, net | 1,379 | 1,552 |
Goodwill, net | 59 | 1,072 |
Investments in unconsolidated entities | 2,275 | 1,821 |
Other assets | 1,395 | 1,326 |
TOTAL ASSETS | 85,705 | 127,534 |
CURRENT LIABILITIES: | ' | ' |
Notes payable to banks | ' | 1,585 |
Current installments of long-term debt | 2,294 | 967 |
Accounts payable | 3,534 | 5,768 |
Accrued expenses and other current liabilities | 6,825 | 4,969 |
Deferred income, current portion | 51 | 51 |
Total current liabilities | 12,704 | 13,340 |
Long-term debt, excluding current installments | 6,169 | 4,953 |
Deferred income, net of current portion | 339 | 390 |
Total liabilities | 19,212 | 18,683 |
Commitments and contingencies (Note 7) | ' | ' |
SemiLEDs stockholders' equity | ' | ' |
Common stock, $0.0000056 par value-32,143 shares authorized; 27,761 shares and 27,470 shares issued and outstanding as of August 31, 2013 and 2012, respectively | ' | ' |
Additional paid-in capital | 169,114 | 167,070 |
Accumulated other comprehensive income | 5,557 | 5,179 |
Accumulated deficit | -108,155 | -64,431 |
Total SemiLEDs stockholders' equity | 66,516 | 107,818 |
Noncontrolling interests | -23 | 1,033 |
Total equity | 66,493 | 108,851 |
TOTAL LIABILITIES AND EQUITY | $85,705 | $127,534 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | $1,616 | $577 |
Accounts receivable from related parties, allowance for doubtful accounts (in dollars) | $1,395 | $1,405 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 32,143 | 32,143 |
Common stock, shares issued | 27,761 | 27,470 |
Common stock, shares outstanding | 27,761 | 27,470 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Consolidated Statements of Operations | ' | ' |
Revenues, net | $17,967 | $29,299 |
Cost of revenues | 32,665 | 34,901 |
Gross loss | -14,698 | -5,602 |
Operating expenses: | ' | ' |
Research and development | 4,592 | 7,443 |
Selling, general and administrative | 11,377 | 14,300 |
Impairment of long-lived assets (Note 3) | 10,923 | 7,507 |
Goodwill impairment (Note 3) | 1,077 | 0 |
Provision for litigation settlement (Note 7) | ' | 1,500 |
Total operating expenses | 27,969 | 30,750 |
Loss from operations | -42,667 | -36,352 |
Other income (expenses): | ' | ' |
Impairment loss on investment (Note 5) | -1,885 | ' |
Equity in losses from unconsolidated entities, net | -249 | -13,619 |
Interest income, net | 11 | 37 |
Other income, net | 213 | 193 |
Foreign currency transaction loss, net | -58 | -208 |
Total other expenses, net | -1,968 | -13,597 |
Loss before income taxes | -44,635 | -49,949 |
Income tax expense | 3 | ' |
Net loss | -44,638 | -49,949 |
Less: Net loss attributable to noncontrolling interests | -914 | -492 |
Net loss attributable to SemiLEDs stockholders | ($43,724) | ($49,457) |
Net loss per share attributable to SemiLEDs stockholders: | ' | ' |
Basic and diluted (in dollars per share) | ($1.58) | ($1.80) |
Shares used in computing net loss per share attributable to SemiLEDs stockholders: | ' | ' |
Basic and diluted (in shares) | 27,630 | 27,414 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Consolidated Statements of Comprehensive Loss | ' | ' |
Net loss | ($44,638) | ($49,949) |
Other comprehensive income (loss), net of tax: | ' | ' |
Foreign currency translation adjustments, net of tax of $0 for both periods | 388 | -1,851 |
Comprehensive loss | -44,250 | -51,800 |
Comprehensive loss attributable to noncontrolling interests | -904 | -540 |
Comprehensive loss attributable to SemiLEDs stockholders | ($43,346) | ($51,260) |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive (Loss) (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Consolidated Statements of Comprehensive Loss | ' | ' |
Foreign currency translation adjustments, tax | $0 | $0 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Equity (USD $) | Total | Total SemiLEDs Stockholders' Equity | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Non-Controlling Interests |
In Thousands, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
BALANCE at Aug. 31, 2011 | $157,951 | $156,378 | ' | $164,370 | $6,982 | ($14,974) | $1,573 |
BALANCE (in shares) at Aug. 31, 2011 | ' | ' | 27,285 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock under equity incentive plans | 73 | 73 | ' | 73 | ' | ' | ' |
Issuance of common stock under equity incentive plans (in shares) | ' | ' | 185 | ' | ' | ' | ' |
Stock-based compensation | 2,616 | 2,616 | ' | 2,616 | ' | ' | ' |
Proportionate share of investee's equity adjustment | 11 | 11 | ' | 11 | ' | ' | ' |
Comprehensive income (loss): | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation adjustments | -1,851 | -1,803 | ' | ' | -1,803 | ' | -48 |
Net loss | -49,949 | -49,457 | ' | ' | ' | -49,457 | -492 |
BALANCE at Aug. 31, 2012 | 108,851 | 107,818 | ' | 167,070 | 5,179 | -64,431 | 1,033 |
BALANCE (in shares) at Aug. 31, 2012 | ' | ' | 27,470 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock under equity incentive plans | 74 | 74 | ' | 74 | ' | ' | ' |
Issuance of common stock under equity incentive plans (in shares) | ' | ' | 291 | ' | ' | ' | ' |
Stock-based compensation | 2,020 | 2,020 | ' | 2,020 | ' | ' | ' |
Purchase of common shares in Ning Xiang from noncontrolling interests | -202 | -50 | ' | -50 | ' | ' | -152 |
Comprehensive income (loss): | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation adjustments | 388 | 378 | ' | ' | 378 | ' | 10 |
Net loss | -44,638 | -43,724 | ' | ' | ' | -43,724 | -914 |
BALANCE at Aug. 31, 2013 | $66,493 | $66,516 | ' | $169,114 | $5,557 | ($108,155) | ($23) |
BALANCE (in shares) at Aug. 31, 2013 | ' | ' | 27,761 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($44,638) | ($49,949) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 8,317 | 8,677 |
Goodwill impairment | 1,077 | 0 |
Impairment of long-lived assets | 10,923 | 7,507 |
Impairment loss on investment | 1,885 | ' |
Stock-based compensation expense | 2,020 | 2,616 |
Bad debt expense | 1,071 | 1,405 |
Provisions for inventory write-downs | 3,226 | 3,148 |
Loss (gain) on disposal or write-off of property, plant and equipment | 417 | -125 |
Equity in losses from unconsolidated entities, net | 249 | 13,619 |
Income recognized on patents assignment | -51 | -51 |
Changes in operating assets and liabilities, net of acquisition: | ' | ' |
Accounts receivable, net | 1,650 | -773 |
Inventories | -579 | -445 |
Prepaid expenses and other | 43 | 369 |
Accounts payable | 292 | 421 |
Accrued expenses and other current liabilities | -363 | -2,190 |
Net cash used in operating activities | -14,461 | -15,771 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of property, plant and equipment, including interest capitalized | -2,716 | -11,569 |
Sale of property, plant and equipment | ' | 218 |
Purchase of investments | -2,873 | ' |
Acquisition of business | -888 | ' |
Purchase of short-term investments | ' | -8,831 |
Payments for development of intangible assets | -429 | -368 |
Proceeds from sales of short-term investments | 8,831 | ' |
Proceeds from return of investment in unconsolidated entity | 250 | ' |
Other investing activities, net | 5 | 17 |
Net cash provided by (used in) investing activities | 2,180 | -20,533 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from exercise of stock options | 74 | 73 |
Proceeds from line of credit | ' | 1,594 |
Payments on line of credit | -1,623 | -900 |
Proceeds from long-term debt | 4,024 | ' |
Payments of long-term debt | -1,453 | -948 |
Proceeds from loan from related party | 204 | ' |
Acquisition of noncontrolling interests | -202 | ' |
Net cash provided by (used in) financing activities | 1,024 | -181 |
Effect of exchange rate changes on cash and cash equivalents | 301 | 94 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | -10,956 | -36,391 |
CASH AND CASH EQUIVALENTS-Beginning of year | 47,228 | 83,619 |
CASH AND CASH EQUIVALENTS-End of year | 36,272 | 47,228 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Cash paid for interest | 153 | 129 |
Cash paid for income taxes | 17 | 51 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Accrual related to property, plant and equipment | 511 | 3,142 |
Accrual related to acquisition of business | $2,049 | ' |
Business
Business | 12 Months Ended |
Aug. 31, 2013 | |
Business | ' |
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 and majority owned subsidiaries. SemiLEDs and its subsidiaries (collectively, the "Company") develop, manufacture and sell high performance light emitting diodes ("LEDs"). The Company's core products are LED chips and LED components, but lighting products have also become an increasingly important part of the Company's business. A portion of the Company's business consists of the sale of contract manufactured LED products. The Company's customers are concentrated in a few select markets, including Taiwan, the United States, Russia and China. | |
As of August 31, 2013, SemiLEDs had seven wholly owned subsidiaries and a 66% equity interest in Ning Xiang Technology Co., Ltd. ("Ning Xiang"). The most significant of these consolidated subsidiaries is SemiLEDs Optoelectronics Co., Ltd. located in Hsinchu, Taiwan where a substantial portion of research, development, manufacturing, marketing and sales activities currently take place and where a substantial portion of the assets are held and located. In August 2011, the Company, through a wholly owned subsidiary, acquired 51% of the outstanding shares of Ning Xiang, which is engaged in the design, manufacture and sale of lighting fixtures and systems. In April 2013, SemiLEDs acquired an additional 15% of the outstanding shares of Ning Xiang, increasing its ownership interest from 51% to 66%. | |
SemiLEDs' common shares are listed on the NASDAQ Global Select Market under the symbol "LEDS" since December 8, 2010. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
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"). | ||||||||||||||
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. | ||||||||||||||
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 accounted for using the cost method. Under the cost method, investments are reported at cost on the consolidated balance sheets in investments in unconsolidated entities, and 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-method or cost-method 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 collectibility of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock-based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets, goodwill and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates. | ||||||||||||||
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 last three fiscal years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future. | ||||||||||||||
Concentration of Supply Risk—Some of the components and technologies used in the Company's products are purchased and licensed from a limited number of sources and some of the Company's products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company's products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company's reputation and its ability to distribute its products or satisfy customers' orders, which could adversely affect the Company's business, financial position, results of operations and cash flows. | ||||||||||||||
Concentration of Credit Risk—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. | ||||||||||||||
The Company keeps its cash, cash equivalents and short-term investments in demand deposits, time 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, 2013 and 2012, cash, cash equivalents and short-term investments of the Company consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
Cash, Cash Equivalents and Short-term Investments by Location | 2013 | 2012 | ||||||||||||
United States; | ||||||||||||||
Denominated in U.S. dollars | $ | 18,631 | $ | 18,744 | ||||||||||
Taiwan; | ||||||||||||||
Denominated in U.S. dollars | 16,158 | 34,477 | ||||||||||||
Denominated in New Taiwan dollars | 445 | 2,193 | ||||||||||||
Denominated in other currencies | 264 | 235 | ||||||||||||
China (including Hong Kong); | ||||||||||||||
Denominated in U.S. dollars | 345 | 376 | ||||||||||||
Denominated in Renminbi | 428 | 33 | ||||||||||||
Denominated in H.K. dollars | 1 | 1 | ||||||||||||
Total cash, cash equivalents and short-term investments | $ | 36,272 | $ | 56,059 | ||||||||||
The Company's revenues are substantially derived from the sales of LED products. A significant portion of the Company's revenues are derived from a limited number of customers and sales are concentrated in a few select markets. Management performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. Management evaluates the need to establish an allowance for doubtful accounts for estimated potential credit losses at each reporting period. The allowance for doubtful accounts is based on the management's assessment of the collectibility of its customer accounts. Management regularly reviews the allowance by considering certain factors, such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer's ability to pay. | ||||||||||||||
Customers that accounted for 10% or more of the Company's total net accounts receivable as of August 31, 2013 and 2012 consist of the following: | ||||||||||||||
August 31, | ||||||||||||||
Customers | 2013 | 2012 | ||||||||||||
Customer A | 19 | % | — | |||||||||||
Customer B | 10 | % | 9 | % | ||||||||||
Customer C | 5 | % | 15 | % | ||||||||||
Customer D | — | 11 | % | |||||||||||
Only one customer accounted for 10% or more of the Company's total net revenues for the years ended August 31, 2013 and 2012, as follows (in thousands, except percentages): | ||||||||||||||
Years Ended August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Customer | Amount | % of | Amount | % of | ||||||||||
Revenues | Revenues | |||||||||||||
Customer E | $ | 143 | 1 | % | $ | 7,176 | 24 | % | ||||||
Net revenues generated from sales to the top ten customers represented 35% and 49% of the Company's total net revenues for the years ended August 31, 2013 and 2012, respectively. | ||||||||||||||
The Company's revenues have been concentrated in a few select markets, including Taiwan, the United States, Russia and China. Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 63% and 78% of the Company's total net revenues for the years ended August 31, 2013 and 2012, respectively. See Note 12 for additional information. | ||||||||||||||
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, 2013 and 2012, cash and cash equivalents of the Company consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
Cash and Cash Equivalents | 2013 | 2012 | ||||||||||||
Cash; | ||||||||||||||
Cash and demand deposits | $ | 31,257 | $ | 36,218 | ||||||||||
Cash equivalents; | ||||||||||||||
Time deposits | — | 6,000 | ||||||||||||
Money market funds | 5,015 | 5,010 | ||||||||||||
Total cash and cash equivalents | $ | 36,272 | $ | 47,228 | ||||||||||
Short-term Investments—Short-term investments consist of time deposits with initial maturities of greater than three months but less than one year. As of August 31, 2012, the Company had $8.8 million in short-term investments and no such investments as of August 31, 2013. | ||||||||||||||
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 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). | ||||||||||||||
Inventories—Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or market. 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. Market 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 | 2 to 10 years | |||||||||||||
Leasehold improvements | 1 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, acquired technology and customer relationships. 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 | 3 to 25 years | |||||||||||||
Acquired technology | 4 to 5 years | |||||||||||||
Customer relationships | 5 years | |||||||||||||
During the year ended August 31, 2013, the intangible asset for customer relationships arising from the acquisition of a 51% equity interest in Ning Xiang in August 2011 was written down to its fair value of zero before the end of its estimated useful life; see Note 3 for further details. | ||||||||||||||
Goodwill—Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. The goodwill impairment test is a two-step test. Under step one, the fair value of the reporting unit is compared with its carrying amount (including goodwill). Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Management has determined to perform the annual impairment review of goodwill on the first business day of August, or more frequently when a triggering event occurs between annual impairment tests. | ||||||||||||||
In the third quarter of fiscal 2013, the Company performed an interim goodwill impairment test and wrote down goodwill assigned to the Ning Xiang reporting unit to its implied fair value of zero; see Note 3 for further details. No impairment charge was recognized in the year ended August 31, 2012. | ||||||||||||||
In July 2013, the Company recognized goodwill on a business acquisition in the amount of $59 thousand; see Note 4 for further details. All of the goodwill was assigned to the Company's reporting unit associated with the manufacture and sale of LED chips and LED components. | ||||||||||||||
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. | ||||||||||||||
During the years ended August 31, 2013 and 2012, the Company recognized impairment charges of $10,072 thousand and $7,507 thousand, respectively, on its property, plant and equipment. During the year ended August 31, 2013, the Company also recognized an impairment charge of $851 thousand on its customer relationships intangible asset; see Notes 3 and 13 for further details. | ||||||||||||||
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. | ||||||||||||||
During the year ended August 31, 2013, the Company recognized an other-than-temporary impairment loss of $1,885 thousand on its investment in High Power Optoelectronics, Inc. ("HPO"). As of August 31, 2012, the carrying amount of the Company's investment in Xurui Guangdian Co., Ltd. ("China SemiLEDs") was reduced to zero. See Note 5 for further details. | ||||||||||||||
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 is required to estimate 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 loss or 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% 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 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 $212 thousand and $290 thousand for the years ended August 31, 2013 and 2012, respectively, 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 year ended August 31, 2012, the chief operating decision maker for the Company consisted of the Chief Executive Officer and the Chief Operating Officer. On August 28, 2012, the Company's Chief Operating Officer resigned and remained as an employee through October 16, 2012. During the year ended August 31, 2013, 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." | ||||||||||||||
Deferred Rent—Certain of the Company's operating leases contain predetermined fixed escalations of the minimum rental payments to be made during the original terms of the leases. For these leases, the Company recognizes the related rental expense on a straight-line basis over the life of the lease and, therefore, the rent expense will not equal the related cash payments. The difference between the actual cash payments and the straight-line expense is recorded as a deferred credit included in other current liabilities on the consolidated balance sheets. The deferred credit will ultimately be reduced to zero over the respective lease terms. | ||||||||||||||
Shipping and Handling Costs—The Company includes costs from shipping and handling within cost of revenues in the period in which they are incurred. | ||||||||||||||
Revenues Recognition—The Company recognizes revenues on sales of its products when persuasive evidence of an arrangement exists, the price is fixed or determinable, ownership and risk of loss has transferred and collection of the sales proceeds is probable. 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. | ||||||||||||||
Accounts Receivable—Accounts receivable 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 collectibility 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. Charges to bad debt expense (including related parties) were $1,071 thousand and $1,405 thousand during the years ended August 31, 2013 and 2012, respectively. | ||||||||||||||
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 arise from the acquisition of a 51% equity interest in Ning Xiang in August 2011. 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. 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. | ||||||||||||||
In April 2013, SemiLEDs acquired an additional 15% of the outstanding shares of Ning Xiang for cash consideration of $202 thousand, increasing its ownership interest from 51% to 66%. As a result, the difference between the consideration paid and the adjustment to the carrying amount of the noncontrolling interests to reflect SemiLEDs' increased ownership interest in Ning Xiang was recorded as a reduction in additional paid-in capital. Transactions with noncontrolling interests had the following effect on equity attributable to SemiLEDs stockholders (in thousands): | ||||||||||||||
Year Ended | ||||||||||||||
August 31, 2013 | ||||||||||||||
Net loss attributable to SemiLEDs stockholders | $ | (43,724 | ) | |||||||||||
Transfers to noncontrolling interests: | ||||||||||||||
Decrease in SemiLEDs additional paid in capital for purchase of common shares in Ning Xiang | (50 | ) | ||||||||||||
Change from net loss attributable to SemiLEDs stockholders and transfer to noncontrolling interests | $ | (43,774 | ) | |||||||||||
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: | ||||||||||||||
• | ||||||||||||||
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | ||||||||||||||
• | ||||||||||||||
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||
• | ||||||||||||||
Level 3 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 Note 13 for further details. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
Presentation of Comprehensive Income—Effective on September 1, 2012, the Company adopted the FASB Accounting Standards Update ("ASU") No. 2011-05, "Presentation of Comprehensive Income." ASU 2011-05 increases the prominence of other comprehensive income in the financial statements. The Company has elected to present the components of net income and comprehensive income in two separate but consecutive financial statements. The Company adopted ASU No. 2011-05 retrospectively for all periods presented. | ||||||||||||||
Presentation of Certain Unrecognized Tax Benefits—In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss, or tax credit carryforward, rather than as a liability, when: (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction; and (2) the entity intends to use the deferred tax asset for that purpose. The ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application are permitted. This ASU is effective for the Company beginning in the first quarter of fiscal 2014. The Company has elected not to early adopt this ASU. | ||||||||||||||
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Balance Sheet Components | ' | |||||||||||||
Balance Sheet Components | ' | |||||||||||||
3. Balance Sheet Components | ||||||||||||||
Inventories | ||||||||||||||
Inventories as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Raw materials | $ | 2,193 | $ | 2,999 | ||||||||||
Work in process | 3,865 | 4,065 | ||||||||||||
Finished goods | 4,442 | 5,952 | ||||||||||||
Total | $ | 10,500 | $ | 13,016 | ||||||||||
Inventory write-downs to estimated net realizable values for the years ended August 31, 2013 and 2012 were $3,226 thousand and $3,148 thousand, respectively. | ||||||||||||||
Property, Plant and Equipment | ||||||||||||||
Property, plant and equipment as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Buildings and improvements | $ | 14,510 | $ | 14,501 | ||||||||||
Machinery and equipment | 67,109 | 64,267 | ||||||||||||
Leasehold improvements | 3,144 | 3,143 | ||||||||||||
Other equipment | 2,686 | 2,249 | ||||||||||||
Construction in progress | 1,028 | 2,546 | ||||||||||||
Total property, plant and equipment | 88,477 | 86,706 | ||||||||||||
Less: Accumulated depreciation, amortization and impairment(1) | (58,004 | ) | (40,064 | ) | ||||||||||
Property, plant and equipment, net | $ | 30,473 | $ | 46,642 | ||||||||||
-1 | ||||||||||||||
Includes impairment charges of $10,072 thousand and $7,507 thousand for the years ended August 31, 2013 and 2012, respectively. | ||||||||||||||
Depreciation expense was $7,984 thousand and $8,324 thousand for the years ended August 31, 2013 and 2012, respectively. | ||||||||||||||
In the fourth quarter of fiscal 2012, due to a continued slowdown in demand for the Company's LED products and competitive pricing pressure, the Company experienced significant a decline in revenues and negative gross margins. During the year ended August 31, 2013, the Company continued to experience declining sales, primarily due to reduced customer demand and intense competition within the LED industry, which caused the Company to underutilize a significant portion of its manufacturing facilities. The decrease in customer demand was primarily due to delays in the adoption of its new LED products launched in the fourth quarter of fiscal 2012. The Company's market capitalization had also fallen below its consolidated net book value based on the quoted market price of common stock for a sustained period of time. Based on these potential impairment indicators, management evaluated the recoverability of the Company's long-lived assets for impairment in fiscal 2012 and 2013. The carrying amount of the Company's asset group associated with the manufacture and sale of LED chips and LED components exceeded the expected future net undiscounted cash flows to be generated from this asset group. Consequently, the Company recognized impairment charges of $10,072 thousand and $7,507 thousand on its property, plant and equipment for the years ended August 31, 2013 and 2012, respectively, based on the present value of expected future net cash flows discounted at the weighted average cost of capital of 12.5% and 13.0% for fiscal 2013 and 2012, respectively, taking into consideration a third-party independent valuation for the fair values of individual machinery and equipment for both the fiscal years. The impairment charge was primarily related to machinery and equipment used in the manufacturing of LED epitaxial wafers and chips. | ||||||||||||||
Property, plant and equipment pledged as collateral for the Company's notes payable were $13.9 million and $9.9 million as of August 31, 2013 and 2012, respectively, and as of August 31, 2012, also for an outstanding balance under one of the Company's lines of credit. | ||||||||||||||
Intangible Assets | ||||||||||||||
Intangible assets as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||||||||
August 31, 2013 | ||||||||||||||
Weighted | Gross | Accumulated | Net | |||||||||||
Average | Carrying | Amortization | Carrying | |||||||||||
Amortization | Amount | and | Amount | |||||||||||
Period (Years) | Impairment(2) | |||||||||||||
Patents and trademarks | 15 | $ | 973 | $ | 161 | $ | 812 | |||||||
Acquired technology | 5 | 719 | 152 | 567 | ||||||||||
Customer relationships | 5 | 1,337 | 1,337 | — | ||||||||||
Total | $ | 3,029 | $ | 1,650 | $ | 1,379 | ||||||||
August 31, 2012 | ||||||||||||||
Weighted | Gross | Accumulated | Net | |||||||||||
Average | Carrying | Amortization | Carrying | |||||||||||
Amortization | Amount | Amount | ||||||||||||
Period (Years) | ||||||||||||||
Patents and trademarks | 17 | $ | 585 | $ | 146 | $ | 439 | |||||||
Acquired technology | 4 | 167 | 101 | 66 | ||||||||||
Customer relationships | 5 | 1,337 | 290 | 1,047 | ||||||||||
Total | $ | 2,089 | $ | 537 | $ | 1,552 | ||||||||
-2 | ||||||||||||||
Includes an impairment charge of $851 thousand on customer relationships for the year ended August 31, 2013. | ||||||||||||||
Amortization expense was $333 thousand and $354 thousand for the years ended August 31, 2013 and 2012, respectively. | ||||||||||||||
In the third quarter of fiscal 2013, in conjunction with the interim goodwill impairment test discussed further below, management evaluated the recoverability of the long-lived assets of the Company's Ning Xiang asset group, which consists primarily of customer relationships intangible asset. The Company concluded this intangible asset no longer had any value and consequently recognized an impairment charge of $851 thousand, which represented the net carrying amount of this intangible asset at that time, during the year ended August 31, 2013. No impairment charge was recognized in the year ended August 31, 2012. | ||||||||||||||
The estimated future amortization expense for the Company's intangible assets as of August 31, 2013 is as follows (in thousands): | ||||||||||||||
Years Ending August 31, | Total | |||||||||||||
2014 | $ | 204 | ||||||||||||
2015 | 172 | |||||||||||||
2016 | 173 | |||||||||||||
2017 | 173 | |||||||||||||
2018 | 163 | |||||||||||||
Thereafter | 494 | |||||||||||||
Total | $ | 1,379 | ||||||||||||
Goodwill | ||||||||||||||
In the third quarter of fiscal 2013, due to a lower than expected revenue, profitability and cash flows reported by the Company's Ning Xiang reporting unit, management determined that there were indicators of potential goodwill impairment. After writing down the customer relationships intangible asset described above, management determined that the fair value of this reporting unit and concluded that the carrying amount of this reporting unit exceeded its fair value. Therefore, management determined the fair values of the underlying assets and liabilities within this reporting unit. Consequently, the implied fair value of goodwill was zero and, as a result, a goodwill impairment charge of $1,077 thousand was recognized during the year ended August 31, 2013. The fair value of the Ning Xiang reporting unit was determined based on the present value of expected future net cash flows discounted at the weighted average cost of capital of Ning Xiang of 10%. The primary circumstance leading to the impairment of customer relationships, as discussed above, and goodwill was due to management's updated long-term financial forecasts, which reflected lower estimated near-term and longer-term revenues and profitability compared to estimates developed at the time of the acquisition in August 2011. No impairment charge was recognized in the year ended August 31, 2012. | ||||||||||||||
In July 2013, the Company recognized goodwill on a business acquisition in the amount of $59 thousand; see Note 4 for further details. All of the goodwill was assigned to the Company's reporting unit associated with the manufacture and sale of LED chips and LED components. | ||||||||||||||
Accrued Expenses and Other Current Liabilities | ||||||||||||||
Accrued expenses and other current liabilities as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Accrued compensation and benefits | $ | 2,080 | $ | 2,179 | ||||||||||
Payable related to acquisition of business | 2,049 | — | ||||||||||||
Accrued business expenses | 640 | 592 | ||||||||||||
Deferred rent | 481 | 545 | ||||||||||||
Taxes payable | 288 | 286 | ||||||||||||
Accrued professional service fees | 279 | 325 | ||||||||||||
Customer deposits | 229 | 146 | ||||||||||||
Other (individually less than 5% of total accrued expenses and other current liabilities) | 779 | 896 | ||||||||||||
Total | $ | 6,825 | $ | 4,969 | ||||||||||
Acquisition_of_business
Acquisition of business | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Acquisition of business | ' | ||||
Acquisition of business | ' | ||||
4. Acquisition of business | |||||
In July 2013, the Company, through a wholly owned subsidiary, entered into an agreement with several third parties to acquire an LED production business, which included certain contractual rights, intellectual property, equipment and assets related to the production of LED components, and assumed certain trade and business-related payables. Pursuant to such agreement, the Company entered into an assignment and assumption agreement dated July 31, 2013 to acquire certain equipment and patents used in the manufacturing of LED components, originally executed by one of the foregoing third parties. The acquisition provided the Company with a broader LED components portfolio, expanded LED components production and research and development capabilities. | |||||
Total cash consideration for the acquisition amounted to $2,921 thousand. As of August 31, 2013, the Company paid $888 thousand in the aggregate. The remaining balance is expected to be fully settled by November 30, 2013. | |||||
The acquisition was accounted for as a business combination using the acquisition method of accounting. Goodwill in the amount of $59 thousand was recognized and consists largely of expected synergies and assembled workforce acquired. All of the goodwill was assigned to the Company's reporting unit associated with the manufacture and sale of LED chips and LED components. None of the goodwill recognized is expected to be deductible for income tax purposes. | |||||
The following table summarizes the consideration paid for the acquisition and the amounts of estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): | |||||
July 31, | |||||
2013 | |||||
Current assets | $ | 141 | |||
Equipment | 2,223 | ||||
Patents and acquired technology | 551 | ||||
Trademark | 88 | ||||
Current liabilities | (141 | ) | |||
Total identifiable net assets acquired | 2,862 | ||||
Goodwill | 59 | ||||
Total cash purchase price | $ | 2,921 | |||
The fair value of the current assets acquired included trade receivable with a fair value of $35 thousand, all of which is expected to be collectible. The acquired intangible assets included patents and acquired technology of $551 thousand (5-year useful life) and trademark of $88 thousand (10-year useful life). | |||||
The Company recognized revenues of $33 thousand and net loss of approximately $71 thousand from the acquired business in the consolidated statement of operation for the year ended August 31, 2013. Management believes the preparation of pro forma financial information would be impractical because the Company did not acquire all of the assets and liabilities from the third parties, and the equipment and patents assumed by the Company were originally part of a larger entity, which was not operated as a separate, distinct business. These third parties did not maintain distinct and separate books, records and accounts for the portion of business and/or assets disposed of. Consequently, historical financial information for the acquired business was not available. | |||||
Investments_in_Unconsolidated_
Investments in Unconsolidated Entities | 12 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Investments in Unconsolidated Entities | ' | |||||||||||||
Investments in Unconsolidated Entities | ' | |||||||||||||
5. Investments in Unconsolidated Entities | ||||||||||||||
The Company's ownership interest and carrying amounts of investments in unconsolidated entities as of August 31, 2013 and 2012 consist of the following (in thousands, except percentages): | ||||||||||||||
August 31, 2013 | August 31, 2012 | |||||||||||||
Percentage | Amount | Percentage | Amount | |||||||||||
Ownership | Ownership | |||||||||||||
Equity method investments: | ||||||||||||||
SILQ (Malaysia) Sdn. Bhd. ("SILQ") | 50 | % | $ | 289 | 50 | % | $ | 525 | ||||||
SS Optoelectronics Co., Ltd. ("SS Optoelectronics") | — | — | 49 | % | 248 | |||||||||
China SemiLEDs | 49 | % | — | 49 | % | — | ||||||||
Cost method investments | Various | 1,986 | Various | 1,048 | ||||||||||
Total investments in unconsolidated entities | $ | 2,275 | $ | 1,821 | ||||||||||
There were no dividends received from unconsolidated entities through August 31, 2013. | ||||||||||||||
Equity Method Investments | ||||||||||||||
In September 2009, the Company, through a wholly owned subsidiary, contributed $570 thousand to form SILQ, a joint venture in Malaysia which is engaged in the design, manufacture and sale of lighting fixtures and systems. In April 2011, the Company participated in SILQ's capital increase and contributed $662 thousand. The Company and the other investor in the joint venture each hold a 50% ownership and voting interest in SILQ's common stock. | ||||||||||||||
In December 2009, the Company contributed $14.7 million to acquire a 49% ownership interest in China SemiLEDs. China SemiLEDs has incurred significant losses since its inception. The carrying amount of the Company's investment in China SemiLEDs was reduced to zero as of August 31, 2012 as a result of the Company recognizing its proportionate share of the net loss reported by China SemiLEDs. Because the carrying amount of the Company's investment in China SemiLEDs had been reduced to zero as of August 31, 2012 and the Company has no obligation or intention to provide additional funding to China SemiLEDs, the Company has suspended using the equity method of accounting and will no longer amortize the excess of the Company's share of the net assets of China SemiLEDs over the carrying amount of this investment until its share of future income, if any, from China SemiLEDs is sufficient to recover its share of the cumulative losses that have not previously been recognized. As of August 31, 2012, the excess of the Company's share of the net assets of China SemiLEDs over the carrying amount of this investment was $4.6 million. | ||||||||||||||
In September 2012, SS Optoelectronics was dissolved in accordance with its joint venture agreement and the Company received return of investment of $250 thousand. | ||||||||||||||
The fair value of the Company's investments in the non-marketable stock of its equity method investees is not readily available. These investments, except for China SemiLEDs which had a zero carrying amount as of both August 31, 2013 and 2012, are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. | ||||||||||||||
The following is a summary of the financial information for China SemiLEDs and the Company's other equity method investees (in thousands): | ||||||||||||||
August 31, 2012 | ||||||||||||||
Summary Balance Sheet Information | China | Others | Total | |||||||||||
SemiLEDs | ||||||||||||||
Current assets | $ | 24,769 | $ | 1,411 | $ | 26,180 | ||||||||
Noncurrent assets | 42,633 | 508 | 43,141 | |||||||||||
Current liabilities | 19,580 | 305 | 19,885 | |||||||||||
Noncurrent liabilities | 38,485 | — | 38,485 | |||||||||||
Shareholders' equity | 9,337 | 1,614 | 10,951 | |||||||||||
Year Ended August 31, 2012 | ||||||||||||||
Summary Statement of Operations Information | China | Others | Total | |||||||||||
SemiLEDs | ||||||||||||||
Revenues, net | $ | 837 | $ | 603 | $ | 1,440 | ||||||||
Gross loss | (10,155 | ) | (14 | ) | (10,169 | ) | ||||||||
Loss from operations | (34,269 | ) | (472 | ) | (34,741 | ) | ||||||||
Net loss | (32,513 | ) | (396 | ) | (32,909 | ) | ||||||||
In fiscal 2013, none of the Company's equity method investees, either individually or in the aggregate, was material in relation to the Company's financial position and results of operations. | ||||||||||||||
Cost Method Investments | ||||||||||||||
In October 2012, the Company acquired a 9.9% equity interest in HPO for total cash consideration of $2.9 million and had an option to increase its equity interest to more than 50% within one year of the acquisition. The fair values of the Company's cost method investments are not readily available. All cost method investments are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. In the third quarter of fiscal 2013, management reviewed the operating performance and financial condition of HPO based on the latest available financial statements of the investee and other publicly available information. Management considered the extent and duration of time to which the fair value of the investment has been less than its carrying amount, the financial condition of the investee and the prospect for recovery in the near term, and recognized an other-than-temporary impairment loss of $1,885 thousand on its investment in HPO for the year ended August 31, 2013. | ||||||||||||||
Indebtedness
Indebtedness | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Indebtedness | ' | |||||||
Indebtedness | ' | |||||||
6. Indebtedness | ||||||||
Notes Payable to Banks | ||||||||
Notes payable to banks as of August 31, 2013 and 2012 consists of the following (in thousands): | ||||||||
August 31, | ||||||||
2013 | 2012 | |||||||
Outstanding lines of credit | $ | — | $ | 1,585 | ||||
Unused lines of credit | $ | 3,003 | $ | 6,549 | ||||
The balance outstanding as of August 31, 2012 had maturity dates of six to eight months from the date of draw, one with a fixed interest rate of 1.8% per annum and one with a variable interest rate of 1.8% per annum. Borrowings are secured by the Company's property, plant and equipment. | ||||||||
Long-term Debt | ||||||||
Long-term debt as of August 31, 2013 and 2012 consists of the following loans with a bank (in thousands): | ||||||||
August 31, | ||||||||
2013 | 2012 | |||||||
First note payable | $ | 1,581 | $ | 1,712 | ||||
Second note payable | 344 | 681 | ||||||
Third note payable | 600 | 892 | ||||||
Fourth note payable | 2,460 | 2,635 | ||||||
Fifth note payable | 3,478 | — | ||||||
Total long-term debt | 8,463 | 5,920 | ||||||
Less: Current installments | (2,294 | ) | (967 | ) | ||||
Total long-term debt, excluding current installments | $ | 6,169 | $ | 4,953 | ||||
In January 2013, the Company entered into the fifth note payable agreement providing for approximately $4.1 million of borrowing capacity. The loan had been fully drawn down as of August 31, 2013. | ||||||||
The long-term notes in the table above carry variable interest rates, which ranged from 1.9% to 2.0% per annum as of August 31, 2013, and 1.8% to 2.0% per annum as of August 31, 2012, are payable in monthly installments, and are secured by the Company's property, plant and equipment. The interest rates are based on the annual time deposit rate plus a certain spread. The first note payable requires monthly payments of principal and interest in the amount of $14 thousand over the 15-year term of the note with final payment to occur in May 2024. The second note payable requires monthly payments of principal and interest in the amount of $29 thousand over the five-year term of the note with final payment to occur in August 2014. The third note payable requires monthly payments of principal and interest in the amount of $28 thousand over the five-year term of the note with final payment to occur in May 2015. The fourth note payable requires monthly payments of principal and interest in the amount of $19 thousand over the 15-year term of the note with final payment to occur in December 2025. The fifth note payable requires monthly payments of principal and interest in the amount of $114 thousand over the three-year term of the note with final payment to occur in July 2016. The notes do not have prepayment penalties or balloon payments upon maturity of the notes. | ||||||||
The scheduled principal payments for the Company's long-term debt as of August 31, 2013 consist of the following (in thousands): | ||||||||
Years Ending August 31, | Scheduled | |||||||
Principal | ||||||||
Payments | ||||||||
2014 | $ | 2,294 | ||||||
2015 | 1,932 | |||||||
2016 | 1,162 | |||||||
2017 | 332 | |||||||
2018 | 338 | |||||||
Thereafter | 2,405 | |||||||
Total | $ | 8,463 | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
7. Commitments and Contingencies | |||||
Operating Lease Agreements—The Company has several operating leases with unrelated parties, primarily for land, plant and office spaces in Taiwan, which were noncancellable and which expire at various dates between January 2014 and December 2020. As of August 31, 2013 and 2012, the Company maintained outstanding deposits for these leases in the amount of $165 thousand and $168 thousand, respectively, which were recorded as other long-term assets in the accompanying consolidated balance sheets. Lease expense related to these noncancellable operating leases was $848 thousand and $802 thousand for the years ended August 31, 2013 and 2012, respectively. Lease expense is recognized on a straight-line basis over the term of the lease. | |||||
The aggregate future noncancellable minimum rental payments for the Company's operating leases as of August 31, 2013 consist of the following (in thousands): | |||||
Years Ending August 31, | Operating | ||||
Leases | |||||
2014 | $ | 1,138 | |||
2015 | 1,233 | ||||
2016 | 1,185 | ||||
2017 | 591 | ||||
2018 | 245 | ||||
Thereafter | 218 | ||||
Total | $ | 4,610 | |||
Purchase Obligations—The Company had purchase commitments for property, plant and equipment in the amount of $3.2 million and $3.7 million as of August 31, 2013 and 2012, 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 records 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 July 10, 2013, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against the Company and certain of its current and former officers and directors, styled as Huard v. SemiLEDs Corporation, et al., alleging violations of the U.S. federal securities laws. On July 31, 2013, a second investor filed a complaint, styled as Mohammad v. SemiLEDs Corporation, et al. On September 30, 2013, the Court appointed Mohammad Yasir as lead plaintiff and Pomerantz Grossman Hufford Dahlstrom & Gross LLP as lead counsel. On November 15, 2013, the lead plaintiff filed its Amended Complaint, styled as In re SemiLEDs Corporation Litigation, Civil Action No. 1:13-cv-04776-DLC (S.D.N.Y.). The Amended Complaint alleges one count of violation of Section 10(b) of the Exchange Act and one count of violation of Section 20(a) of the Exchange Act, both arising out of alleged misstatements made by the Company and certain of its current and former officers and directors in connection with the Company's initial public offering and the Company's results in the first, second, and third quarter of 2011. Management believes that the Company has meritorious defenses and the Company intends to contest this lawsuit vigorously. In the opinion of management, the likelihood of an unfavorable outcome in the matters described above that would result in a material loss to the Company is less than probable, and the amount of potential losses for claims against the Company in the matters described above are not currently reasonably estimable. | |||||
The Company was involved in an intellectual property dispute with Cree, Inc. ("Cree"), a competitor and a major manufacturer of LED products, which commenced in October 2010. The Company and Cree executed a settlement agreement that was effective as of June 21, 2012 with respect to the amended complaint filed by Cree against the Company in the United States District Court of Delaware alleging that the Company had infringed certain of Cree's patents in the United States, and the Company's amended complaint against Cree alleging that Cree had infringed certain of the Company's patents. The settlement agreement provides for the dismissal of both complaints without prejudice. The Company also agreed to the entry of a permanent injunction that was effective October 1, 2012 that will preclude the Company from (and/or from assisting others in) making, using, importing, selling and/or offering to sell in the United States certain accused products and/or any device that includes such an accused product after that date and to payment of a settlement fee for past damages. All accused products sold before the date of settlement are released under this agreement and the Company's customers and distributors are specifically released as well. The Company recognized a $1.5 million provision for litigation settlement for this matter for the year ended August 31, 2012. The settlement payment was made in July 2012. | |||||
Stockbased_Compensation
Stock-based Compensation | 12 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Stock-based Compensation | ' | |||||||||||||
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. 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 continues to be governed by its existing terms. | ||||||||||||||
A total of 3,849 thousand shares of common stock was reserved for issuance under the 2005 Plan and 2010 Plan. As of August 31, 2013 and 2012, SemiLEDs had reserved 2,654 thousand and 2,945 thousand shares of common stock for issuance under the equity incentive plans. | ||||||||||||||
During fiscal 2012, SemiLEDs granted a total of 829 thousand restricted stock units to the Company's executives and employees. These restricted stock units vest over four years at a rate of 25% on each anniversary of the vesting start date, subject to earlier expiration in the event of the holder's termination. The grant-date fair value of restricted stock units was equal to the closing price of the common stock on the grant date. In addition, in February 2012, SemiLEDs granted 31 thousand restricted stock units to its directors that vested 100% on February 6, 2013. The grant-date fair value of the restricted stock units was $3.27 per unit. Each restricted stock unit represents the contingent right to one share of SemiLEDs' common stock. | ||||||||||||||
In September 2012, SemiLEDs granted options for 100 thousand shares of SemiLEDs' common stock to an executive officer of the Company. The options vest over four years at a rate of 25% on each anniversary of the vesting start date and the options have a contractual term of ten years, subject to earlier expiration in the event of the holder's termination. The exercise price of stock options of $1.72 was equal to the closing price of the common stock on the date of grant. | ||||||||||||||
In February 2013, SemiLEDs granted 211 thousand restricted stock units to its directors that vest 100% on the earlier of the first anniversary of the vesting start date of February 6, 2013 and the date of the next annual meeting. The grant-date fair value of the restricted stock units was $0.71 per unit. | ||||||||||||||
In April 2013, SemiLEDs granted 1,195 thousand restricted stock units to the Company's executives and employees. The restricted stock units vest over four years at a rate of 25% on each anniversary of the vesting start date of February 20, 2013, subject to earlier expiration in the event of the holder's termination. The grant-date fair value of the restricted stock units was $1.33 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. A summary of the stock-based compensation expense for the years ended August 31, 2013 and 2012 are as follows (in thousands): | ||||||||||||||
Years Ended August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Cost of revenues | $ | 838 | $ | 952 | ||||||||||
Research and development | 429 | 366 | ||||||||||||
Selling, general and administrative | 753 | 1,298 | ||||||||||||
$ | 2,020 | $ | 2,616 | |||||||||||
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, 2013 and 2012, as the Company recorded a full valuation allowance on net deferred tax assets as of August 31, 2013 and 2012. | ||||||||||||||
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 trading 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. | ||||||||||||||
The weighted-average assumptions for grants of options are summarized below: | ||||||||||||||
Years Ended August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Dividend rate | 0 | % | — | |||||||||||
Risk-free interest rate | 0.9 | % | — | |||||||||||
Expected term (in years) | 6.3 | — | ||||||||||||
Expected volatility | 54.5 | % | — | |||||||||||
A summary of the option activity and changes for the years ended August 31, 2013 and 2012 is presented below: | ||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
Stock Options | Average | Average | Intrinsic | |||||||||||
Outstanding | Exercise | Remaining | Value | |||||||||||
Price | Contractual | |||||||||||||
Life (Years) | ||||||||||||||
(In thousands) | (In thousands) | |||||||||||||
Outstanding—September 1, 2011 | 775 | $ | 8.2 | 8.5 | $ | 1,456 | ||||||||
Granted | — | — | ||||||||||||
Forfeited | (118 | ) | 11.64 | |||||||||||
Exercised | (81 | ) | 0.86 | |||||||||||
Outstanding—August 31, 2012 | 576 | $ | 8.54 | 7.6 | $ | 263 | ||||||||
Granted | 100 | 1.72 | ||||||||||||
Forfeited | (150 | ) | 7.69 | |||||||||||
Exercised | (85 | ) | 0.87 | |||||||||||
Outstanding—August 31, 2013 | 441 | $ | 8.76 | 7.2 | $ | 9 | ||||||||
Vested and expected to vest—August 31, 2013 | 408 | $ | 8.89 | 7.1 | $ | 9 | ||||||||
Exercisable—August 31, 2013 | 238 | $ | 8.34 | 6.4 | $ | 9 | ||||||||
The aggregate intrinsic value of options exercised was $0.4 million and $0.3 million for the years ended August 31, 2013 and 2012, respectively, determined as of the date of option exercise. | ||||||||||||||
As of August 31, 2013 and 2012, unrecognized compensation cost related to unvested stock options of $0.7 million and $1.3 million, respectively, is expected to be amortized on a straight-line basis over a weighted-average remaining period of 1.5 years and 2.3 years, respectively, and will be adjusted for subsequent changes in estimated forfeitures. | ||||||||||||||
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, 2013 and 2012 is presented below: | ||||||||||||||
Number of | Weighted- | |||||||||||||
Stock Units | Average | |||||||||||||
Outstanding | Grant Date | |||||||||||||
Fair Value | ||||||||||||||
(In thousands) | ||||||||||||||
Outstanding—September 1, 2011 | 317 | $ | 17 | |||||||||||
Granted | 860 | 3.46 | ||||||||||||
Vested | (127 | ) | 18.1 | |||||||||||
Forfeited | (120 | ) | 10.67 | |||||||||||
Outstanding—August 31, 2012 | 930 | $ | 5.15 | |||||||||||
Granted | 1,406 | 1.24 | ||||||||||||
Vested | (303 | ) | 5.99 | |||||||||||
Forfeited | (206 | ) | 3.55 | |||||||||||
Outstanding—August 31, 2013 | 1,827 | $ | 2.31 | |||||||||||
As of August 31, 2013 and 2012, unrecognized compensation cost related to unvested restricted stock unit awards of $3.4 million and $3.3 million, respectively, is expected to be recognized over a weighted average period of 2.5 years and 3.0 years, respectively, and will be adjusted for subsequent changes in estimated forfeitures. | ||||||||||||||
Net_Loss_Per_Share_of_Common_S
Net Loss Per Share of Common Stock | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Net Loss Per Share of Common Stock | ' | |||||||
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 been anti-dilutive (in thousands of shares): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Stock units and stock options to purchase common stock | 958 | 631 | ||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Income Taxes | ' | |||||||
Income Taxes | ' | |||||||
10. Income Taxes | ||||||||
The Company's loss from continuing operations before income taxes is primarily derived from the operations in Taiwan and, therefore, income tax expense (benefit) attributable to income from continuing operations is primarily incurred in Taiwan. | ||||||||
The statutory income tax rate in Taiwan is 17%. An additional 10% corporate income tax is assessed on undistributed income for the entities in Taiwan, but only to the extent such income is not distributed or set aside as legal reserve before the end of the following year. The 10% 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, 2013 and 2012 consist of the following (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
U.S. operations | $ | (2,152 | ) | $ | (17,361 | ) | ||
Foreign operations | (42,483 | ) | (32,588 | ) | ||||
Loss before income taxes | $ | (44,635 | ) | $ | (49,949 | ) | ||
The components of income tax expense for the years ended August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Current: | ||||||||
U.S. federal | $ | — | $ | — | ||||
U.S. state | — | — | ||||||
Foreign | 3 | — | ||||||
Total current | $ | 3 | $ | — | ||||
Deferred: | ||||||||
U.S. federal | $ | — | $ | — | ||||
U.S. state | — | — | ||||||
Foreign | — | — | ||||||
Total deferred | $ | — | $ | — | ||||
Total income tax expense | $ | 3 | $ | — | ||||
Income tax expense differed from the amounts computed by applying the statutory U.S. federal income tax rate of 34% to loss before income taxes for the years ended August 31, 2013 and 2012 as a result of the following (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Computed "expected" income tax benefit | $ | (15,176 | ) | $ | (16,983 | ) | ||
Foreign tax rate differential | 3,683 | 2,487 | ||||||
Valuation allowance | 11,534 | 14,089 | ||||||
Other | (38 | ) | 407 | |||||
Income tax expense | $ | 3 | $ | — | ||||
Net deferred tax assets (liabilities) as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
August 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets: | ||||||||
Inventories, primarily due to inventory obsolescence and lower of cost or market provisions | $ | 1,747 | $ | 1,810 | ||||
Foreign income tax credit carryforwards | 1,618 | 1,912 | ||||||
Allowance for doubtful accounts | 527 | 362 | ||||||
Accruals and other | — | 171 | ||||||
Property, plant and equipment | 3,113 | 1,292 | ||||||
Stock-based compensation | 706 | 651 | ||||||
Investments in unconsolidated entities | 5,506 | 5,506 | ||||||
Net operating loss carryforwards | 21,305 | 11,522 | ||||||
Total gross deferred tax assets | 34,522 | 23,226 | ||||||
Less: Valuation allowance | (34,008 | ) | (22,474 | ) | ||||
Deferred tax assets, net of valuation allowance | $ | 514 | $ | 752 | ||||
Deferred tax liabilities: | ||||||||
Property, plant and equipment | $ | — | $ | (25 | ) | |||
Intangible assets | (178 | ) | (180 | ) | ||||
Accruals and other | (336 | ) | (547 | ) | ||||
Total gross deferred tax liabilities | (514 | ) | (752 | ) | ||||
Net deferred tax assets | $ | — | $ | — | ||||
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 tax loss carryforwards utilizable. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company established full valuation allowances to offset the net 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, 2013, unused net operating loss carryforwards and income tax credits were as follows (in thousands): | ||||||||
August 31, | Expiration | |||||||
2013 | Year | |||||||
U.S. federal net operating loss carryforwards | $ | 8,262 | 2025-2033 | |||||
U.S. state net operating loss carryforwards | 489 | 2017-2025 | ||||||
Foreign net operating loss carryforwards (expiring over the next 5 years) | 4,119 | 2014-2018 | ||||||
Foreign net operating loss carryforwards (expiring in more than 5 years) | 53,247 | 2019-2023 | ||||||
Foreign income tax credit carryforwards | 1,618 | 2015 | ||||||
Total unused net operating loss carryforwards and income tax credits | $ | 67,735 | ||||||
Internal Revenue Code section 382 places a limitation (the "Section 382 Limitation") on the amount of taxable income that can be offset by net operating carryforwards after a change in control of a loss corporation. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 Limitation. Management believes that any limitation imposed by Section 382 should not have a significant impact on the utilization of its operating loss carryforwards against taxable income in future periods. | ||||||||
Unrecognized Tax Benefits | ||||||||
A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Unrecognized benefit—beginning of year | $ | 145 | $ | 330 | ||||
Settlements of prior years tax positions | — | (185 | ) | |||||
Unrecognized benefit—end of year | $ | 145 | $ | 145 | ||||
The entire amount of the unrecognized tax benefits would impact the Company's effective tax rate if recognized. The impact would be offset by an adjustment to the valuation allowance. | ||||||||
Accrued interest and penalties related to unrecognized tax benefits were immaterial. The Company files income tax returns in the United States, various states and certain foreign jurisdictions. The tax years 2005 through 2012 remain open in most jurisdictions. Below is a summary of open tax years by major tax jurisdiction: | ||||||||
Open | ||||||||
Tax Year | ||||||||
U.S. federal | 2005-2012 | |||||||
U.S. state | 2005-2012 | |||||||
Foreign—Taiwan | 2012 | |||||||
The Company is not currently under examination by income tax authorities in 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. | ||||||||
RelatedParty_Transactions
Related-Party Transactions | 12 Months Ended | |||||||||
Aug. 31, 2013 | ||||||||||
Related-Party Transactions | ' | |||||||||
Related-Party Transactions | ' | |||||||||
11. Related-Party Transactions | ||||||||||
The following material related-party transactions were reported in the Company's consolidated statements of operations during the years ended August 31, 2013 and 2012 (in thousands): | ||||||||||
Years Ended August 31, | ||||||||||
Related Parties | Transactions | 2013 | 2012 | |||||||
China SemiLEDs | Sales of goods | $ | 11 | $ | 148 | |||||
China SemiLEDs | Rendering of services | $ | — | $ | 260 | |||||
China SemiLEDs | Purchase of goods | $ | 301 | $ | — | |||||
China SemiLEDs | Income recognized on patents assignment | $ | 51 | $ | 51 | |||||
Goods were bought and sold and services were provided in the ordinary course of business at prices and on terms negotiated on an arm's length basis. Income from the assignment of 13 patents to China SemiLEDs pursuant to a patent assignment and license agreement entered into in March 2011 was initially deferred and is being amortized in other income over the life of the assigned patents. | ||||||||||
As of August 31, 2013 and 2012, the Company had accounts receivable from China SemiLEDs arising from the sales of goods and provision of services, as described above, the payment of expenses on behalf of China SemiLEDs, and the sale of equipment during fiscal 2012 in the amount of $244 thousand, and notes receivable from short-term lines of credit extended to China SemiLEDs during fiscal 2012 in an aggregate amount of approximately $0.2 million, which China SemiLEDs had defaulted upon. Management evaluated the Company's ability to collect on these accounts and notes receivable from China SemiLEDs and recorded a charge to bad debt expense of $7 thousand and $1,405 thousand for the years ended August 31, 2013 and 2012, respectively. Amounts due from and to China SemiLEDs as of August 31, 2013 and 2012 were reported in the Company's consolidated balance sheets as follows (in thousands): | ||||||||||
August 31, | ||||||||||
2013 | 2012 | |||||||||
Accounts and notes receivable from related parties, net of allowance for doubtful | $ | — | $ | 118 | ||||||
accounts of $1,395 and $1,405 as of August 31, 2013 and 2012, respectively | ||||||||||
Other current liabilities | $ | — | $ | 65 | ||||||
In April 2013, a majority owned subsidiary entered into a one-year unsecured NT dollar-denominated loan in the amount of $0.2 million with one of its shareholders to fulfill short-term financing needs. Total outstanding balance was $0.2 million as of August 31, 2013. The loan bears a fixed interest rate of 3.0% per annum. Management believes that the terms of this transaction are at current market rates and would not have been any different had it been negotiated with an independent third party. | ||||||||||
Product_and_Geographic_Informa
Product and Geographic Information | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Product and Geographic Information | ' | |||||||
Product and Geographic Information | ' | |||||||
12. Product and Geographic Information | ||||||||
Revenues by products for the years ended August 31, 2013 and 2012 are as follows (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
LED chips | $ | 5,466 | $ | 7,805 | ||||
LED components | 6,924 | 14,820 | ||||||
Lighting products | 4,170 | 4,386 | ||||||
Other(1) | 1,407 | 2,288 | ||||||
Total | $ | 17,967 | $ | 29,299 | ||||
-1 | ||||||||
Other includes primarily revenues attributable to the sale of epitaxial wafers, scrap 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, 2013 and 2012 (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Taiwan | $ | 5,332 | $ | 5,844 | ||||
United States | 2,552 | 4,068 | ||||||
Russia | 1,639 | 9,300 | ||||||
China | 1,411 | 2,127 | ||||||
Republic of Turkey | 910 | 982 | ||||||
Hong Kong | 381 | 1,619 | ||||||
Other (individually less than 5% of total net revenues) | 5,742 | 5,359 | ||||||
Total | $ | 17,967 | $ | 29,299 | ||||
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, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
13. Fair Value Measurements | |||||||||||||||||
The following table presents the carrying amounts and estimated fair values of the Company's financial instruments as of August 31, 2013 and 2012 (in thousands): | |||||||||||||||||
August 31, 2013 | August 31, 2012 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
Financial assets: | |||||||||||||||||
Cash and cash equivalents | $ | 36,272 | $ | 36,272 | $ | 47,228 | $ | 47,228 | |||||||||
Short-term investments | — | — | 8,831 | 8,831 | |||||||||||||
Receivables (including related parties) | 2,272 | 2,272 | 4,916 | 4,916 | |||||||||||||
Other assets (non-derivatives) | 968 | 968 | 1,011 | 1,011 | |||||||||||||
Financial liabilities: | |||||||||||||||||
Notes payable to banks | — | — | 1,585 | 1,585 | |||||||||||||
Payables (including related parties) | 9,842 | 9,842 | 10,156 | 10,156 | |||||||||||||
Long-term debt (including current installments) | $ | 8,463 | $ | 8,425 | $ | 5,920 | $ | 5,920 | |||||||||
The fair values of the financial instruments shown in the above table as of August 31, 2013 and 2012 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, short-term investments, 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. | |||||||||||||||||
The following table presents assets that were measured at fair value on a nonrecurring basis as of August 31, 2013 (in thousands): | |||||||||||||||||
Fair | Quoted | Significant | Significant | Total | |||||||||||||
value | prices in | other | unobservable | losses | |||||||||||||
active | observable | inputs | |||||||||||||||
markets for | inputs | (Level 3) | |||||||||||||||
identical | (Level 2) | ||||||||||||||||
assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
Long-lived assets | $ | 35,045 | $ | — | $ | — | $ | 35,045 | $ | 10,072 | |||||||
Customer relationships | — | — | — | — | 851 | ||||||||||||
Total long-lived assets | 35,045 | — | — | 35,045 | 10,923 | ||||||||||||
Goodwill—Ning Xiang | — | — | — | — | 1,077 | ||||||||||||
Investment in non-marketable equity security—HPO | 938 | — | 938 | — | 1,885 | ||||||||||||
Total | $ | 35,983 | $ | — | $ | 938 | $ | 35,045 | $ | 13,885 | |||||||
Long-lived assets associated with the manufacture and sale of LED chips and LED components with a carrying amount of $45.1 million at August 31, 2013 were written down to their fair value of $35.0 million, resulting in an impairment charge of $10,072 thousand on property, plant and equipment for the year ended August 31, 2013. Management determined the fair value of the long-lived assets based on the present value of expected future net cash flows discounted at the weighted average cost of capital of 12.5%. Management developed the expected future net cash flows based on company-specific assumptions established using historical data and internally developed estimates as part of the Company's long-term planning process, and adjusted them as appropriate to take into account the highest and best use of the long-lived assets from the perspective of market participants in measuring fair value. Other significant estimates and assumptions used in developing the future net cash flows expected to be generated by the market participants included an assumed sales price decline ranging from 12% to 16% and an average utilization rate of 71% for the principal long-lived tangible assets, which were revised to reflect the additional perceived risks from increased competition and pricing pressure, and evolving technological changes, within the LED industry. | |||||||||||||||||
The intangible asset for customer relationships arising from the acquisition of a 51% equity interest in Ning Xiang with a carrying amount of $0.8 million at May 31, 2013 was written down to its fair value of zero, resulting in an impairment charge of $851 thousand for the year ended August 31, 2013. Management determined the fair value of customer relationships using the multi-period excess earnings method under the income approach. Under this approach, management estimated the future net cash flows expected to be generated from the customer relationships intangible asset, taking into consideration a customer attrition rate to future revenues expected to be generated from the Ning Xiang asset group to reflect the potential loss of some existing customers over time and the costs and expenses required to generate such revenues. Management estimated a customer attrition rate of 50% per year based on historical sales and customer data. Consequently, management concluded that this intangible asset no longer had any value because the future net cash flows attributable to this intangible asset were negative. | |||||||||||||||||
Goodwill assigned to the Ning Xiang reporting unit with a carrying amount of $1.1 million at May 31, 2013 was written down to its implied fair value of zero, resulting in an impairment charge of $1,077 thousand the year ended August 31, 2013. The fair value of the Ning Xiang reporting unit was determined based on the present value of estimated future net cash flows discounted at the weighted average cost of capital of 10%. Management estimated future net cash flows using the reporting unit's internally developed estimates and included a terminal value calculated using a long-term future growth rate of 3% based on analysis of current and expected future economic conditions. Other estimates and assumptions included sales, and costs and expenses. | |||||||||||||||||
An impairment loss on the Company's investment in HPO was recognized based on the excess of the carrying amount over the estimated fair value. The fair value of the investment was determined based on management's best estimate of the amount that could be realized from the investment, which considered the latest audited net asset value reported by the investee and events that have occurred after the investee's balance sheet date, including the issuance price for new common shares in a private placement. Management believes the estimated fair value reflected the exit price from a market participant's perspective at August 31, 2013. | |||||||||||||||||
The following table presents assets that were measured at fair value on a nonrecurring basis as of August 31, 2012 (in thousands): | |||||||||||||||||
Fair | Quoted | Significant | Significant | Total | |||||||||||||
value | prices in | other | unobservable | losses | |||||||||||||
active | observable | inputs | |||||||||||||||
markets for | inputs | (Level 3) | |||||||||||||||
identical | (Level 2) | ||||||||||||||||
assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
Property, plant and equipment | $ | 46,450 | $ | — | $ | — | $ | 46,450 | $ | 7,507 | |||||||
Property, plant and equipment with a carrying amount of $54.0 million was written down to its fair value of $46.5 million, resulting in an impairment charge of $7.5 million for the year ended August 31, 2012. Management determined the fair value of the long-lived assets based on the present value of estimated future net cash flows discounted at the weighted average cost of capital of 13.0%. Management developed the expected future net cash flows based on company-specific assumptions established using historical data and internally developed estimates as part of the Company's long-term planning process, and adjusted them as appropriate to take into account the highest and best use of the long-lived assets from the perspective of market participants in measuring fair value. Other significant estimates and assumptions used in developing the future net cash flows expected to be generated by the market participants included an assumed annual sales price decline of 10% and a utilization rate of 100% for the principal long-lived tangible assets. | |||||||||||||||||
Quarterly_Results_of_Operation
Quarterly Results of Operations (Unaudited) | 12 Months Ended | ||||||||||||||||
Aug. 31, 2013 | |||||||||||||||||
Quarterly Results of Operations (Unaudited) | ' | ||||||||||||||||
Quarterly Results of Operations (Unaudited) | ' | ||||||||||||||||
14. Quarterly Results of Operations (Unaudited) | |||||||||||||||||
The following tables set forth selected quarterly statement of operations data for each of the years ended August 31, 2013 and 2012 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | |||||||||||||||||
November 30, | February 28, | May 31, | August 31, | Fiscal | |||||||||||||
2012 | 2013 | 2013(1) | 2013(2) | 2013 | |||||||||||||
Revenues, net | $ | 6,227 | $ | 4,830 | $ | 3,526 | $ | 3,384 | $ | 17,967 | |||||||
Cost of revenues | 9,515 | 8,183 | 8,083 | 6,884 | 32,665 | ||||||||||||
Gross loss | (3,288 | ) | (3,353 | ) | (4,557 | ) | (3,500 | ) | (14,698 | ) | |||||||
Operating expenses | 4,886 | 3,654 | 5,245 | 14,184 | 27,969 | ||||||||||||
Loss from operations | (8,174 | ) | (7,007 | ) | (9,802 | ) | (17,684 | ) | (42,667 | ) | |||||||
Impairment loss on investment | — | — | (1,885 | ) | — | (1,885 | ) | ||||||||||
Net loss attributable to SemiLEDs stockholders | $ | (8,923 | ) | $ | (5,991 | ) | $ | (10,953 | ) | $ | (17,857 | ) | $ | (43,724 | ) | ||
Net loss per share attributable to SemiLEDs stockholders, basic and diluted | $ | (0.28 | ) | $ | (0.22 | ) | $ | (0.40 | ) | $ | (0.64 | ) | $ | (1.58 | ) | ||
Three Months Ended | |||||||||||||||||
November 30, | February 29, | May 31, | August 31, | Fiscal | |||||||||||||
2011 | 2012 | 2012(3) | 2012(4) | 2012 | |||||||||||||
Revenues, net | $ | 6,747 | $ | 7,905 | $ | 9,178 | $ | 5,469 | $ | 29,299 | |||||||
Cost of revenues | 7,569 | 8,627 | 10,232 | 8,473 | 34,901 | ||||||||||||
Gross loss | (822 | ) | (722 | ) | (1,054 | ) | (3,004 | ) | (5,602 | ) | |||||||
Operating expenses | 5,594 | 5,068 | 6,928 | 13,160 | 30,750 | ||||||||||||
Loss from operations | (6,416 | ) | (5,790 | ) | (7,982 | ) | (16,164 | ) | (36,352 | ) | |||||||
Equity in losses from unconsolidated entities, net | (1,526 | ) | (1,176 | ) | (2,173 | ) | (8,744 | ) | (13,619 | ) | |||||||
Net loss attributable to SemiLEDs stockholders | $ | (7,721 | ) | $ | (7,114 | ) | $ | (10,003 | ) | $ | (24,619 | ) | $ | (49,457 | ) | ||
Net loss per share attributable to SemiLEDs stockholders, basic and diluted | $ | (0.28 | ) | $ | (0.26 | ) | $ | (0.36 | ) | $ | (0.90 | ) | $ | (1.80 | ) | ||
-1 | |||||||||||||||||
Results for the third quarter of fiscal 2013 include an excess capacity charge of $2.2 million as a result of a decrease in customer demand, an inventory write-down of $1.1 million as a result of a decline in average selling prices, and impairment charges of $1.1 million on goodwill, $0.9 million on intangible asset for customer relationships and $1.9 million on investment in HPO. | |||||||||||||||||
-2 | |||||||||||||||||
Results for the fourth quarter of fiscal 2013 include an excess capacity charge of $2.0 million as a result of a decrease in customer demand, an inventory write-down of $1.0 million as a result of a decline in average selling prices, and an impairment charge on property, plant and equipment of $10.1 million. | |||||||||||||||||
-3 | |||||||||||||||||
Results for the third quarter of fiscal 2012 include an excess capacity charge of $1.6 million as a result of a decrease in customer demand, an inventory write-down of $0.7 million as a result of a decline in average selling prices, a provision for a potential litigation settlement associated with the Cree litigation of $1.5 million, and the net loss reported by China SemiLEDs of $2.1 million. The increase in net loss reported by China SemiLEDs was primarily as a result of excess capacity charges and inventory valuation adjustments. | |||||||||||||||||
-4 | |||||||||||||||||
Results for the fourth quarter of fiscal 2012 include an excess capacity charge of $2.0 million as a result of a decrease in customer demand, an inventory write-down of $0.8 million as a result of a decline in average selling prices, an impairment charge on property, plant and equipment of $7.5 million, a charge to bad debt expense of $1.4 million, and the Company's equity in the net loss reported by China SemiLEDs of $8.7 million. The increase in net loss reported by China SemiLEDs was primarily as a result of excess capacity charges, inventory valuation adjustments and an impairment charge on its long-lived assets. | |||||||||||||||||
Condensed_Parent_Company_Only_
Condensed Parent Company Only Financial Statements | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Condensed Parent Company Only Financial Statements | ' | |||||||
Condensed Parent Company Only Financial Statements | ' | |||||||
15. 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 | 2013 | 2012 | ||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 18,631 | $ | 18,744 | ||||
Prepaid expenses and other current assets | 1,030 | 3,367 | ||||||
Intangible assets, net | 68 | 73 | ||||||
Investments in subsidiaries | 46,264 | 87,509 | ||||||
Investments in unconsolidated entities | 714 | 714 | ||||||
TOTAL ASSETS | $ | 66,707 | $ | 110,407 | ||||
LIABILITIES AND EQUITY | ||||||||
Accrued expenses and other current liabilities | $ | 191 | $ | 2,589 | ||||
Total equity | 66,516 | 107,818 | ||||||
TOTAL LIABILITIES AND EQUITY | $ | 66,707 | $ | 110,407 | ||||
Except for the litigation with Cree disclosed in Note 7, SemiLEDs had no other contingencies, long-term obligations and guarantees as of August 31, 2013 or August 31, 2012. | ||||||||
Years Ended August 31, | ||||||||
Condensed Statements of Operations | 2013 | 2012 | ||||||
Operating expenses: | ||||||||
Selling, general and administrative | $ | 2,177 | $ | 2,534 | ||||
Provision for litigation settlement (Note 7) | — | 1,500 | ||||||
Loss from operations | (2,177 | ) | (4,034 | ) | ||||
Other income (expenses): | ||||||||
Equity in losses from unconsolidated entities, net | — | (13,426 | ) | |||||
Equity in losses from subsidiaries, net | (41,572 | ) | (32,096 | ) | ||||
Interest income | 25 | 99 | ||||||
Total other expenses, net | (41,547 | ) | (45,423 | ) | ||||
Net loss | $ | (43,724 | ) | $ | (49,457 | ) | ||
Years Ended August 31, | ||||||||
Condensed Statements of Cash Flows | 2013 | 2012 | ||||||
Net cash provided by (used in): | ||||||||
Operating activities | $ | (187 | ) | $ | (999 | ) | ||
Investing activities | — | (55,678 | ) | |||||
Financing activities | 74 | 73 | ||||||
Net decrease in cash and cash equivalents | (113 | ) | (56,604 | ) | ||||
Cash and cash equivalents at beginning of year | 18,744 | 75,348 | ||||||
Cash and cash equivalents at end of year | $ | 18,631 | $ | 18,744 | ||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
16. Subsequent Event | |
In November 2013, SemiLEDs acquired an additional 21% interest in Ning Xiang for cash consideration of $1.0 million, increasing its ownership interest from 66% to 87%. The acquisition of the additional interest in Ning Xiang is accounted for as an equity transaction. | |
SCHEDULE_IIVALUATION_AND_QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | ' | |||||||
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | ' | |||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | ||||||||
Years Ended | ||||||||
August 31, | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Allowance for Doubtful Accounts (Including Related Parties): | ||||||||
Beginning balance | $ | 1,982 | $ | 1,339 | ||||
Charged to bad debt expense | 1,071 | 1,405 | ||||||
Recovery of bad debt | (13 | ) | (164 | ) | ||||
Write-downs charged against the allowance | — | (553 | ) | |||||
Effect of exchange rate changes | (29 | ) | (45 | ) | ||||
Ending balance | $ | 3,011 | $ | 1,982 | ||||
Years Ended | ||||||||
August 31, | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Valuation Allowance for Deferred Tax Assets: | ||||||||
Beginning balance | $ | 22,474 | $ | 9,346 | ||||
Charged to income tax expense | 11,534 | 14,089 | ||||||
Effect of exchange rate changes | — | (961 | ) | |||||
Ending balance | $ | 34,008 | $ | 22,474 | ||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
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"). | ||||||||||||||
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. | ||||||||||||||
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 accounted for using the cost method. Under the cost method, investments are reported at cost on the consolidated balance sheets in investments in unconsolidated entities, and 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-method or cost-method 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 collectibility of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock-based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets, goodwill and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates. | ||||||||||||||
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 last three fiscal years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future. | ||||||||||||||
Concentration of Supply Risk | ' | |||||||||||||
Concentration of Supply Risk—Some of the components and technologies used in the Company's products are purchased and licensed from a limited number of sources and some of the Company's products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company's products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company's reputation and its ability to distribute its products or satisfy customers' orders, which could adversely affect the Company's business, financial position, results of operations and cash flows. | ||||||||||||||
Concentration of Credit Risk | ' | |||||||||||||
Concentration of Credit Risk—Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. | ||||||||||||||
The Company keeps its cash, cash equivalents and short-term investments in demand deposits, time 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, 2013 and 2012, cash, cash equivalents and short-term investments of the Company consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
Cash, Cash Equivalents and Short-term Investments by Location | 2013 | 2012 | ||||||||||||
United States; | ||||||||||||||
Denominated in U.S. dollars | $ | 18,631 | $ | 18,744 | ||||||||||
Taiwan; | ||||||||||||||
Denominated in U.S. dollars | 16,158 | 34,477 | ||||||||||||
Denominated in New Taiwan dollars | 445 | 2,193 | ||||||||||||
Denominated in other currencies | 264 | 235 | ||||||||||||
China (including Hong Kong); | ||||||||||||||
Denominated in U.S. dollars | 345 | 376 | ||||||||||||
Denominated in Renminbi | 428 | 33 | ||||||||||||
Denominated in H.K. dollars | 1 | 1 | ||||||||||||
Total cash, cash equivalents and short-term investments | $ | 36,272 | $ | 56,059 | ||||||||||
The Company's revenues are substantially derived from the sales of LED products. A significant portion of the Company's revenues are derived from a limited number of customers and sales are concentrated in a few select markets. Management performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. Management evaluates the need to establish an allowance for doubtful accounts for estimated potential credit losses at each reporting period. The allowance for doubtful accounts is based on the management's assessment of the collectibility of its customer accounts. Management regularly reviews the allowance by considering certain factors, such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer's ability to pay. | ||||||||||||||
Customers that accounted for 10% or more of the Company's total net accounts receivable as of August 31, 2013 and 2012 consist of the following: | ||||||||||||||
August 31, | ||||||||||||||
Customers | 2013 | 2012 | ||||||||||||
Customer A | 19 | % | — | |||||||||||
Customer B | 10 | % | 9 | % | ||||||||||
Customer C | 5 | % | 15 | % | ||||||||||
Customer D | — | 11 | % | |||||||||||
Only one customer accounted for 10% or more of the Company's total net revenues for the years ended August 31, 2013 and 2012, as follows (in thousands, except percentages): | ||||||||||||||
Years Ended August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Customer | Amount | % of | Amount | % of | ||||||||||
Revenues | Revenues | |||||||||||||
Customer E | $ | 143 | 1 | % | $ | 7,176 | 24 | % | ||||||
Net revenues generated from sales to the top ten customers represented 35% and 49% of the Company's total net revenues for the years ended August 31, 2013 and 2012, respectively. | ||||||||||||||
The Company's revenues have been concentrated in a few select markets, including Taiwan, the United States, Russia and China. Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 63% and 78% of the Company's total net revenues for the years ended August 31, 2013 and 2012, respectively. See Note 12 for additional information. | ||||||||||||||
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, 2013 and 2012, cash and cash equivalents of the Company consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
Cash and Cash Equivalents | 2013 | 2012 | ||||||||||||
Cash; | ||||||||||||||
Cash and demand deposits | $ | 31,257 | $ | 36,218 | ||||||||||
Cash equivalents; | ||||||||||||||
Time deposits | — | 6,000 | ||||||||||||
Money market funds | 5,015 | 5,010 | ||||||||||||
Total cash and cash equivalents | $ | 36,272 | $ | 47,228 | ||||||||||
Short-term Investments | ' | |||||||||||||
Short-term Investments—Short-term investments consist of time deposits with initial maturities of greater than three months but less than one year. As of August 31, 2012, the Company had $8.8 million in short-term investments and no such investments as of August 31, 2013. | ||||||||||||||
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 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). | ||||||||||||||
Inventories | ' | |||||||||||||
Inventories—Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or market. 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. Market 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 | 2 to 10 years | |||||||||||||
Leasehold improvements | 1 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, acquired technology and customer relationships. 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 | 3 to 25 years | |||||||||||||
Acquired technology | 4 to 5 years | |||||||||||||
Customer relationships | 5 years | |||||||||||||
During the year ended August 31, 2013, the intangible asset for customer relationships arising from the acquisition of a 51% equity interest in Ning Xiang in August 2011 was written down to its fair value of zero before the end of its estimated useful life; see Note 3 for further details. | ||||||||||||||
Goodwill | ' | |||||||||||||
Goodwill—Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. The goodwill impairment test is a two-step test. Under step one, the fair value of the reporting unit is compared with its carrying amount (including goodwill). Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Management has determined to perform the annual impairment review of goodwill on the first business day of August, or more frequently when a triggering event occurs between annual impairment tests. | ||||||||||||||
In the third quarter of fiscal 2013, the Company performed an interim goodwill impairment test and wrote down goodwill assigned to the Ning Xiang reporting unit to its implied fair value of zero; see Note 3 for further details. No impairment charge was recognized in the year ended August 31, 2012. | ||||||||||||||
In July 2013, the Company recognized goodwill on a business acquisition in the amount of $59 thousand; see Note 4 for further details. All of the goodwill was assigned to the Company's reporting unit associated with the manufacture and sale of LED chips and LED components. | ||||||||||||||
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. | ||||||||||||||
During the years ended August 31, 2013 and 2012, the Company recognized impairment charges of $10,072 thousand and $7,507 thousand, respectively, on its property, plant and equipment. During the year ended August 31, 2013, the Company also recognized an impairment charge of $851 thousand on its customer relationships intangible asset; see Notes 3 and 13 for further details. | ||||||||||||||
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. | ||||||||||||||
During the year ended August 31, 2013, the Company recognized an other-than-temporary impairment loss of $1,885 thousand on its investment in High Power Optoelectronics, Inc. ("HPO"). As of August 31, 2012, the carrying amount of the Company's investment in Xurui Guangdian Co., Ltd. ("China SemiLEDs") was reduced to zero. See Note 5 for further details. | ||||||||||||||
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 is required to estimate 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 loss or 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% 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 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 $212 thousand and $290 thousand for the years ended August 31, 2013 and 2012, respectively, 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 year ended August 31, 2012, the chief operating decision maker for the Company consisted of the Chief Executive Officer and the Chief Operating Officer. On August 28, 2012, the Company's Chief Operating Officer resigned and remained as an employee through October 16, 2012. During the year ended August 31, 2013, 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." | ||||||||||||||
Deferred Rent | ' | |||||||||||||
Deferred Rent—Certain of the Company's operating leases contain predetermined fixed escalations of the minimum rental payments to be made during the original terms of the leases. For these leases, the Company recognizes the related rental expense on a straight-line basis over the life of the lease and, therefore, the rent expense will not equal the related cash payments. The difference between the actual cash payments and the straight-line expense is recorded as a deferred credit included in other current liabilities on the consolidated balance sheets. The deferred credit will ultimately be reduced to zero over the respective lease terms. | ||||||||||||||
Shipping and Handling Costs | ' | |||||||||||||
Shipping and Handling Costs—The Company includes costs from shipping and handling within cost of revenues in the period in which they are incurred. | ||||||||||||||
Revenues Recognition | ' | |||||||||||||
Revenues Recognition—The Company recognizes revenues on sales of its products when persuasive evidence of an arrangement exists, the price is fixed or determinable, ownership and risk of loss has transferred and collection of the sales proceeds is probable. 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. | ||||||||||||||
Accounts Receivable | ' | |||||||||||||
Accounts Receivable—Accounts receivable 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 collectibility 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. Charges to bad debt expense (including related parties) were $1,071 thousand and $1,405 thousand during the years ended August 31, 2013 and 2012, respectively. | ||||||||||||||
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 arise from the acquisition of a 51% equity interest in Ning Xiang in August 2011. 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. 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. | ||||||||||||||
In April 2013, SemiLEDs acquired an additional 15% of the outstanding shares of Ning Xiang for cash consideration of $202 thousand, increasing its ownership interest from 51% to 66%. As a result, the difference between the consideration paid and the adjustment to the carrying amount of the noncontrolling interests to reflect SemiLEDs' increased ownership interest in Ning Xiang was recorded as a reduction in additional paid-in capital. Transactions with noncontrolling interests had the following effect on equity attributable to SemiLEDs stockholders (in thousands): | ||||||||||||||
Year Ended | ||||||||||||||
August 31, 2013 | ||||||||||||||
Net loss attributable to SemiLEDs stockholders | $ | (43,724 | ) | |||||||||||
Transfers to noncontrolling interests: | ||||||||||||||
Decrease in SemiLEDs additional paid in capital for purchase of common shares in Ning Xiang | (50 | ) | ||||||||||||
Change from net loss attributable to SemiLEDs stockholders and transfer to noncontrolling interests | $ | (43,774 | ) | |||||||||||
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: | ||||||||||||||
• | ||||||||||||||
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | ||||||||||||||
• | ||||||||||||||
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||
• | ||||||||||||||
Level 3 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 Note 13 for further details. | ||||||||||||||
Recent Accounting Pronouncements | ' | |||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
Presentation of Comprehensive Income—Effective on September 1, 2012, the Company adopted the FASB Accounting Standards Update ("ASU") No. 2011-05, "Presentation of Comprehensive Income." ASU 2011-05 increases the prominence of other comprehensive income in the financial statements. The Company has elected to present the components of net income and comprehensive income in two separate but consecutive financial statements. The Company adopted ASU No. 2011-05 retrospectively for all periods presented. | ||||||||||||||
Presentation of Certain Unrecognized Tax Benefits—In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss, or tax credit carryforward, rather than as a liability, when: (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction; and (2) the entity intends to use the deferred tax asset for that purpose. The ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application are permitted. This ASU is effective for the Company beginning in the first quarter of fiscal 2014. The Company has elected not to early adopt this ASU. | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Cash, cash equivalents and Short-term Investments by location | ' | |||||||||||||
As of August 31, 2013 and 2012, cash, cash equivalents and short-term investments of the Company consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
Cash, Cash Equivalents and Short-term Investments by Location | 2013 | 2012 | ||||||||||||
United States; | ||||||||||||||
Denominated in U.S. dollars | $ | 18,631 | $ | 18,744 | ||||||||||
Taiwan; | ||||||||||||||
Denominated in U.S. dollars | 16,158 | 34,477 | ||||||||||||
Denominated in New Taiwan dollars | 445 | 2,193 | ||||||||||||
Denominated in other currencies | 264 | 235 | ||||||||||||
China (including Hong Kong); | ||||||||||||||
Denominated in U.S. dollars | 345 | 376 | ||||||||||||
Denominated in Renminbi | 428 | 33 | ||||||||||||
Denominated in H.K. dollars | 1 | 1 | ||||||||||||
Total cash, cash equivalents and short-term investments | $ | 36,272 | $ | 56,059 | ||||||||||
Schedule of cash and cash equivalents by location | ' | |||||||||||||
As of August 31, 2013 and 2012, cash and cash equivalents of the Company consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
Cash and Cash Equivalents | 2013 | 2012 | ||||||||||||
Cash; | ||||||||||||||
Cash and demand deposits | $ | 31,257 | $ | 36,218 | ||||||||||
Cash equivalents; | ||||||||||||||
Time deposits | — | 6,000 | ||||||||||||
Money market funds | 5,015 | 5,010 | ||||||||||||
Total cash and cash equivalents | $ | 36,272 | $ | 47,228 | ||||||||||
Schedule of estimated useful lives of property, plant and equipment | ' | |||||||||||||
Buildings and improvements | 5 to 20 years | |||||||||||||
Machinery and equipment | 2 to 10 years | |||||||||||||
Leasehold improvements | 1 to 10 years | |||||||||||||
Other equipment | 2 to 6 years | |||||||||||||
Schedule of estimated useful lives of finite-lived intangible assets | ' | |||||||||||||
Patents and trademarks | 3 to 25 years | |||||||||||||
Acquired technology | 4 to 5 years | |||||||||||||
Customer relationships | 5 years | |||||||||||||
Schedule of effect of transactions with noncontrolling interests on equity attributable to stockholders | ' | |||||||||||||
Transactions with noncontrolling interests had the following effect on equity attributable to SemiLEDs stockholders (in thousands): | ||||||||||||||
Year Ended | ||||||||||||||
August 31, 2013 | ||||||||||||||
Net loss attributable to SemiLEDs stockholders | $ | (43,724 | ) | |||||||||||
Transfers to noncontrolling interests: | ||||||||||||||
Decrease in SemiLEDs additional paid in capital for purchase of common shares in Ning Xiang | (50 | ) | ||||||||||||
Change from net loss attributable to SemiLEDs stockholders and transfer to noncontrolling interests | $ | (43,774 | ) | |||||||||||
Accounts receivable | Customer concentration risk | ' | |||||||||||||
Concentration of Credit Risk | ' | |||||||||||||
Schedule of customers accounting for 10% or more | ' | |||||||||||||
August 31, | ||||||||||||||
Customers | 2013 | 2012 | ||||||||||||
Customer A | 19 | % | — | |||||||||||
Customer B | 10 | % | 9 | % | ||||||||||
Customer C | 5 | % | 15 | % | ||||||||||
Customer D | — | 11 | % | |||||||||||
Revenues | Customer concentration risk | ' | |||||||||||||
Concentration of Credit Risk | ' | |||||||||||||
Schedule of customers accounting for 10% or more | ' | |||||||||||||
Only one customer accounted for 10% or more of the Company's total net revenues for the years ended August 31, 2013 and 2012, as follows (in thousands, except percentages): | ||||||||||||||
Years Ended August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Customer | Amount | % of | Amount | % of | ||||||||||
Revenues | Revenues | |||||||||||||
Customer E | $ | 143 | 1 | % | $ | 7,176 | 24 | % |
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Balance Sheet Components | ' | |||||||||||||
Schedule of inventories | ' | |||||||||||||
Inventories as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Raw materials | $ | 2,193 | $ | 2,999 | ||||||||||
Work in process | 3,865 | 4,065 | ||||||||||||
Finished goods | 4,442 | 5,952 | ||||||||||||
Total | $ | 10,500 | $ | 13,016 | ||||||||||
Schedule of property, plant and equipment | ' | |||||||||||||
Property, plant and equipment as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Buildings and improvements | $ | 14,510 | $ | 14,501 | ||||||||||
Machinery and equipment | 67,109 | 64,267 | ||||||||||||
Leasehold improvements | 3,144 | 3,143 | ||||||||||||
Other equipment | 2,686 | 2,249 | ||||||||||||
Construction in progress | 1,028 | 2,546 | ||||||||||||
Total property, plant and equipment | 88,477 | 86,706 | ||||||||||||
Less: Accumulated depreciation, amortization and impairment(1) | (58,004 | ) | (40,064 | ) | ||||||||||
Property, plant and equipment, net | $ | 30,473 | $ | 46,642 | ||||||||||
-1 | ||||||||||||||
Includes impairment charges of $10,072 thousand and $7,507 thousand for the years ended August 31, 2013 and 2012, respectively. | ||||||||||||||
Schedule of intangible assets | ' | |||||||||||||
Intangible assets as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||||||||
August 31, 2013 | ||||||||||||||
Weighted | Gross | Accumulated | Net | |||||||||||
Average | Carrying | Amortization | Carrying | |||||||||||
Amortization | Amount | and | Amount | |||||||||||
Period (Years) | Impairment(2) | |||||||||||||
Patents and trademarks | 15 | $ | 973 | $ | 161 | $ | 812 | |||||||
Acquired technology | 5 | 719 | 152 | 567 | ||||||||||
Customer relationships | 5 | 1,337 | 1,337 | — | ||||||||||
Total | $ | 3,029 | $ | 1,650 | $ | 1,379 | ||||||||
August 31, 2012 | ||||||||||||||
Weighted | Gross | Accumulated | Net | |||||||||||
Average | Carrying | Amortization | Carrying | |||||||||||
Amortization | Amount | Amount | ||||||||||||
Period (Years) | ||||||||||||||
Patents and trademarks | 17 | $ | 585 | $ | 146 | $ | 439 | |||||||
Acquired technology | 4 | 167 | 101 | 66 | ||||||||||
Customer relationships | 5 | 1,337 | 290 | 1,047 | ||||||||||
Total | $ | 2,089 | $ | 537 | $ | 1,552 | ||||||||
-2 | ||||||||||||||
Includes an impairment charge of $851 thousand on customer relationships for the year ended August 31, 2013. | ||||||||||||||
Schedule of estimated amortization expense of intangible assets | ' | |||||||||||||
The estimated future amortization expense for the Company's intangible assets as of August 31, 2013 is as follows (in thousands): | ||||||||||||||
Years Ending August 31, | Total | |||||||||||||
2014 | $ | 204 | ||||||||||||
2015 | 172 | |||||||||||||
2016 | 173 | |||||||||||||
2017 | 173 | |||||||||||||
2018 | 163 | |||||||||||||
Thereafter | 494 | |||||||||||||
Total | $ | 1,379 | ||||||||||||
Schedule of accrued expenses and other current liabilities | ' | |||||||||||||
Accrued expenses and other current liabilities as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||||||||
August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Accrued compensation and benefits | $ | 2,080 | $ | 2,179 | ||||||||||
Payable related to acquisition of business | 2,049 | — | ||||||||||||
Accrued business expenses | 640 | 592 | ||||||||||||
Deferred rent | 481 | 545 | ||||||||||||
Taxes payable | 288 | 286 | ||||||||||||
Accrued professional service fees | 279 | 325 | ||||||||||||
Customer deposits | 229 | 146 | ||||||||||||
Other (individually less than 5% of total accrued expenses and other current liabilities) | 779 | 896 | ||||||||||||
Total | $ | 6,825 | $ | 4,969 | ||||||||||
Acquisition_of_business_Tables
Acquisition of business (Tables) | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Acquisition of business | ' | ||||
Schedule of consideration paid for the acquisition and the amounts of estimated fair value of assets acquired and liabilities assumed at the date of acquisition | ' | ||||
The following table summarizes the consideration paid for the acquisition and the amounts of estimated fair value of assets acquired and liabilities assumed at the date of acquisition (in thousands): | |||||
July 31, | |||||
2013 | |||||
Current assets | $ | 141 | |||
Equipment | 2,223 | ||||
Patents and acquired technology | 551 | ||||
Trademark | 88 | ||||
Current liabilities | (141 | ) | |||
Total identifiable net assets acquired | 2,862 | ||||
Goodwill | 59 | ||||
Total cash purchase price | $ | 2,921 | |||
Investments_in_Unconsolidated_1
Investments in Unconsolidated Entities (Tables) | 12 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Investments in Unconsolidated Entities | ' | |||||||||||||
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, 2013 and 2012 consist of the following (in thousands, except percentages): | ||||||||||||||
August 31, 2013 | August 31, 2012 | |||||||||||||
Percentage | Amount | Percentage | Amount | |||||||||||
Ownership | Ownership | |||||||||||||
Equity method investments: | ||||||||||||||
SILQ (Malaysia) Sdn. Bhd. ("SILQ") | 50 | % | $ | 289 | 50 | % | $ | 525 | ||||||
SS Optoelectronics Co., Ltd. ("SS Optoelectronics") | — | — | 49 | % | 248 | |||||||||
China SemiLEDs | 49 | % | — | 49 | % | — | ||||||||
Cost method investments | Various | 1,986 | Various | 1,048 | ||||||||||
Total investments in unconsolidated entities | $ | 2,275 | $ | 1,821 | ||||||||||
Summary of the financial information for equity method investees | ' | |||||||||||||
The following is a summary of the financial information for China SemiLEDs and the Company's other equity method investees (in thousands): | ||||||||||||||
August 31, 2012 | ||||||||||||||
Summary Balance Sheet Information | China | Others | Total | |||||||||||
SemiLEDs | ||||||||||||||
Current assets | $ | 24,769 | $ | 1,411 | $ | 26,180 | ||||||||
Noncurrent assets | 42,633 | 508 | 43,141 | |||||||||||
Current liabilities | 19,580 | 305 | 19,885 | |||||||||||
Noncurrent liabilities | 38,485 | — | 38,485 | |||||||||||
Shareholders' equity | 9,337 | 1,614 | 10,951 | |||||||||||
Year Ended August 31, 2012 | ||||||||||||||
Summary Statement of Operations Information | China | Others | Total | |||||||||||
SemiLEDs | ||||||||||||||
Revenues, net | $ | 837 | $ | 603 | $ | 1,440 | ||||||||
Gross loss | (10,155 | ) | (14 | ) | (10,169 | ) | ||||||||
Loss from operations | (34,269 | ) | (472 | ) | (34,741 | ) | ||||||||
Net loss | (32,513 | ) | (396 | ) | (32,909 | ) |
Indebtedness_Tables
Indebtedness (Tables) | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Indebtedness | ' | |||||||
Schedule of notes payable to banks | ' | |||||||
Notes payable to banks as of August 31, 2013 and 2012 consists of the following (in thousands): | ||||||||
August 31, | ||||||||
2013 | 2012 | |||||||
Outstanding lines of credit | $ | — | $ | 1,585 | ||||
Unused lines of credit | $ | 3,003 | $ | 6,549 | ||||
Schedule of long-term debt | ' | |||||||
Long-term debt as of August 31, 2013 and 2012 consists of the following loans with a bank (in thousands): | ||||||||
August 31, | ||||||||
2013 | 2012 | |||||||
First note payable | $ | 1,581 | $ | 1,712 | ||||
Second note payable | 344 | 681 | ||||||
Third note payable | 600 | 892 | ||||||
Fourth note payable | 2,460 | 2,635 | ||||||
Fifth note payable | 3,478 | — | ||||||
Total long-term debt | 8,463 | 5,920 | ||||||
Less: Current installments | (2,294 | ) | (967 | ) | ||||
Total long-term debt, excluding current installments | $ | 6,169 | $ | 4,953 | ||||
Schedule of principal payments for the long-term debt | ' | |||||||
The scheduled principal payments for the Company's long-term debt as of August 31, 2013 consist of the following (in thousands): | ||||||||
Years Ending August 31, | Scheduled | |||||||
Principal | ||||||||
Payments | ||||||||
2014 | $ | 2,294 | ||||||
2015 | 1,932 | |||||||
2016 | 1,162 | |||||||
2017 | 332 | |||||||
2018 | 338 | |||||||
Thereafter | 2,405 | |||||||
Total | $ | 8,463 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Schedule of aggregate future noncancellable minimum rental payments for the operating leases | ' | ||||
The aggregate future noncancellable minimum rental payments for the Company's operating leases as of August 31, 2013 consist of the following (in thousands): | |||||
Years Ending August 31, | Operating | ||||
Leases | |||||
2014 | $ | 1,138 | |||
2015 | 1,233 | ||||
2016 | 1,185 | ||||
2017 | 591 | ||||
2018 | 245 | ||||
Thereafter | 218 | ||||
Total | $ | 4,610 | |||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 12 Months Ended | |||||||||||||
Aug. 31, 2013 | ||||||||||||||
Stock-based Compensation | ' | |||||||||||||
Schedule of weighted-average assumptions for grants of options | ' | |||||||||||||
Years Ended August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Dividend rate | 0 | % | — | |||||||||||
Risk-free interest rate | 0.9 | % | — | |||||||||||
Expected term (in years) | 6.3 | — | ||||||||||||
Expected volatility | 54.5 | % | — | |||||||||||
Summary of the option activity and changes | ' | |||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
Stock Options | Average | Average | Intrinsic | |||||||||||
Outstanding | Exercise | Remaining | Value | |||||||||||
Price | Contractual | |||||||||||||
Life (Years) | ||||||||||||||
(In thousands) | (In thousands) | |||||||||||||
Outstanding—September 1, 2011 | 775 | $ | 8.2 | 8.5 | $ | 1,456 | ||||||||
Granted | — | — | ||||||||||||
Forfeited | (118 | ) | 11.64 | |||||||||||
Exercised | (81 | ) | 0.86 | |||||||||||
Outstanding—August 31, 2012 | 576 | $ | 8.54 | 7.6 | $ | 263 | ||||||||
Granted | 100 | 1.72 | ||||||||||||
Forfeited | (150 | ) | 7.69 | |||||||||||
Exercised | (85 | ) | 0.87 | |||||||||||
Outstanding—August 31, 2013 | 441 | $ | 8.76 | 7.2 | $ | 9 | ||||||||
Vested and expected to vest—August 31, 2013 | 408 | $ | 8.89 | 7.1 | $ | 9 | ||||||||
Exercisable—August 31, 2013 | 238 | $ | 8.34 | 6.4 | $ | 9 | ||||||||
Summary of the restricted stock unit awards outstanding and changes | ' | |||||||||||||
Number of | Weighted- | |||||||||||||
Stock Units | Average | |||||||||||||
Outstanding | Grant Date | |||||||||||||
Fair Value | ||||||||||||||
(In thousands) | ||||||||||||||
Outstanding—September 1, 2011 | 317 | $ | 17 | |||||||||||
Granted | 860 | 3.46 | ||||||||||||
Vested | (127 | ) | 18.1 | |||||||||||
Forfeited | (120 | ) | 10.67 | |||||||||||
Outstanding—August 31, 2012 | 930 | $ | 5.15 | |||||||||||
Granted | 1,406 | 1.24 | ||||||||||||
Vested | (303 | ) | 5.99 | |||||||||||
Forfeited | (206 | ) | 3.55 | |||||||||||
Outstanding—August 31, 2013 | 1,827 | $ | 2.31 | |||||||||||
Employees, directors and nonemployees | ' | |||||||||||||
Stock-based Compensation | ' | |||||||||||||
Schedule of stock-based compensation expense | ' | |||||||||||||
A summary of the stock-based compensation expense for the years ended August 31, 2013 and 2012 are as follows (in thousands): | ||||||||||||||
Years Ended August 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Cost of revenues | $ | 838 | $ | 952 | ||||||||||
Research and development | 429 | 366 | ||||||||||||
Selling, general and administrative | 753 | 1,298 | ||||||||||||
$ | 2,020 | $ | 2,616 | |||||||||||
Net_Loss_Per_Share_of_Common_S1
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Net Loss Per Share of Common Stock | ' | |||||||
Schedule of stock-based compensation plan awards were excluded from the computation of diluted net loss per share of common stock | ' | |||||||
The following stock-based compensation plan awards were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive (in thousands of shares): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Stock units and stock options to purchase common stock | 958 | 631 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Income Taxes | ' | |||||||
Schedule of loss before income taxes | ' | |||||||
The Company's loss before income taxes for the years ended August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
U.S. operations | $ | (2,152 | ) | $ | (17,361 | ) | ||
Foreign operations | (42,483 | ) | (32,588 | ) | ||||
Loss before income taxes | $ | (44,635 | ) | $ | (49,949 | ) | ||
Schedule of components of income tax expense | ' | |||||||
The components of income tax expense for the years ended August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Current: | ||||||||
U.S. federal | $ | — | $ | — | ||||
U.S. state | — | — | ||||||
Foreign | 3 | — | ||||||
Total current | $ | 3 | $ | — | ||||
Deferred: | ||||||||
U.S. federal | $ | — | $ | — | ||||
U.S. state | — | — | ||||||
Foreign | — | — | ||||||
Total deferred | $ | — | $ | — | ||||
Total income tax expense | $ | 3 | $ | — | ||||
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 34% to loss before income taxes for the years ended August 31, 2013 and 2012 as a result of the following (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Computed "expected" income tax benefit | $ | (15,176 | ) | $ | (16,983 | ) | ||
Foreign tax rate differential | 3,683 | 2,487 | ||||||
Valuation allowance | 11,534 | 14,089 | ||||||
Other | (38 | ) | 407 | |||||
Income tax expense | $ | 3 | $ | — | ||||
Schedule of net deferred tax assets (liabilities) | ' | |||||||
Net deferred tax assets (liabilities) as of August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
August 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets: | ||||||||
Inventories, primarily due to inventory obsolescence and lower of cost or market provisions | $ | 1,747 | $ | 1,810 | ||||
Foreign income tax credit carryforwards | 1,618 | 1,912 | ||||||
Allowance for doubtful accounts | 527 | 362 | ||||||
Accruals and other | — | 171 | ||||||
Property, plant and equipment | 3,113 | 1,292 | ||||||
Stock-based compensation | 706 | 651 | ||||||
Investments in unconsolidated entities | 5,506 | 5,506 | ||||||
Net operating loss carryforwards | 21,305 | 11,522 | ||||||
Total gross deferred tax assets | 34,522 | 23,226 | ||||||
Less: Valuation allowance | (34,008 | ) | (22,474 | ) | ||||
Deferred tax assets, net of valuation allowance | $ | 514 | $ | 752 | ||||
Deferred tax liabilities: | ||||||||
Property, plant and equipment | $ | — | $ | (25 | ) | |||
Intangible assets | (178 | ) | (180 | ) | ||||
Accruals and other | (336 | ) | (547 | ) | ||||
Total gross deferred tax liabilities | (514 | ) | (752 | ) | ||||
Net deferred tax assets | $ | — | $ | — | ||||
Schedule of unused net operating loss carryforwards and income tax credits | ' | |||||||
As of August 31, 2013, unused net operating loss carryforwards and income tax credits were as follows (in thousands): | ||||||||
August 31, | Expiration | |||||||
2013 | Year | |||||||
U.S. federal net operating loss carryforwards | $ | 8,262 | 2025-2033 | |||||
U.S. state net operating loss carryforwards | 489 | 2017-2025 | ||||||
Foreign net operating loss carryforwards (expiring over the next 5 years) | 4,119 | 2014-2018 | ||||||
Foreign net operating loss carryforwards (expiring in more than 5 years) | 53,247 | 2019-2023 | ||||||
Foreign income tax credit carryforwards | 1,618 | 2015 | ||||||
Total unused net operating loss carryforwards and income tax credits | $ | 67,735 | ||||||
Schedule of reconciliation of the beginning and ending balances of unrecognized tax benefits | ' | |||||||
A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended August 31, 2013 and 2012 consist of the following (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Unrecognized benefit—beginning of year | $ | 145 | $ | 330 | ||||
Settlements of prior years tax positions | — | (185 | ) | |||||
Unrecognized benefit—end of year | $ | 145 | $ | 145 | ||||
Summary of open tax years by major tax jurisdiction | ' | |||||||
Open | ||||||||
Tax Year | ||||||||
U.S. federal | 2005-2012 | |||||||
U.S. state | 2005-2012 | |||||||
Foreign—Taiwan | 2012 |
RelatedParty_Transactions_Tabl
Related-Party Transactions (Tables) | 12 Months Ended | |||||||||
Aug. 31, 2013 | ||||||||||
Related-Party Transactions | ' | |||||||||
Schedule of material related-party transactions | ' | |||||||||
The following material related-party transactions were reported in the Company's consolidated statements of operations during the years ended August 31, 2013 and 2012 (in thousands): | ||||||||||
Years Ended August 31, | ||||||||||
Related Parties | Transactions | 2013 | 2012 | |||||||
China SemiLEDs | Sales of goods | $ | 11 | $ | 148 | |||||
China SemiLEDs | Rendering of services | $ | — | $ | 260 | |||||
China SemiLEDs | Purchase of goods | $ | 301 | $ | — | |||||
China SemiLEDs | Income recognized on patents assignment | $ | 51 | $ | 51 | |||||
Schedule of amounts due from and to China SemiLEDs | ' | |||||||||
Amounts due from and to China SemiLEDs as of August 31, 2013 and 2012 were reported in the Company's consolidated balance sheets as follows (in thousands): | ||||||||||
August 31, | ||||||||||
2013 | 2012 | |||||||||
Accounts and notes receivable from related parties, net of allowance for doubtful | $ | — | $ | 118 | ||||||
accounts of $1,395 and $1,405 as of August 31, 2013 and 2012, respectively | ||||||||||
Other current liabilities | $ | — | $ | 65 | ||||||
Product_and_Geographic_Informa1
Product and Geographic Information (Tables) | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Product and Geographic Information | ' | |||||||
Schedule of revenues by products | ' | |||||||
Revenues by products for the years ended August 31, 2013 and 2012 are as follows (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
LED chips | $ | 5,466 | $ | 7,805 | ||||
LED components | 6,924 | 14,820 | ||||||
Lighting products | 4,170 | 4,386 | ||||||
Other(1) | 1,407 | 2,288 | ||||||
Total | $ | 17,967 | $ | 29,299 | ||||
-1 | ||||||||
Other includes primarily revenues attributable to the sale of epitaxial wafers, scrap and raw materials, and the provision of services. | ||||||||
Schedule of revenues by geographic area | ' | |||||||
The following table sets forth revenues by geographic area for the years ended August 31, 2013 and 2012 (in thousands): | ||||||||
Years Ended August 31, | ||||||||
2013 | 2012 | |||||||
Taiwan | $ | 5,332 | $ | 5,844 | ||||
United States | 2,552 | 4,068 | ||||||
Russia | 1,639 | 9,300 | ||||||
China | 1,411 | 2,127 | ||||||
Republic of Turkey | 910 | 982 | ||||||
Hong Kong | 381 | 1,619 | ||||||
Other (individually less than 5% of total net revenues) | 5,742 | 5,359 | ||||||
Total | $ | 17,967 | $ | 29,299 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Aug. 31, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
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, 2013 and 2012 (in thousands): | |||||||||||||||||
August 31, 2013 | August 31, 2012 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
Financial assets: | |||||||||||||||||
Cash and cash equivalents | $ | 36,272 | $ | 36,272 | $ | 47,228 | $ | 47,228 | |||||||||
Short-term investments | — | — | 8,831 | 8,831 | |||||||||||||
Receivables (including related parties) | 2,272 | 2,272 | 4,916 | 4,916 | |||||||||||||
Other assets (non-derivatives) | 968 | 968 | 1,011 | 1,011 | |||||||||||||
Financial liabilities: | |||||||||||||||||
Notes payable to banks | — | — | 1,585 | 1,585 | |||||||||||||
Payables (including related parties) | 9,842 | 9,842 | 10,156 | 10,156 | |||||||||||||
Long-term debt (including current installments) | $ | 8,463 | $ | 8,425 | $ | 5,920 | $ | 5,920 | |||||||||
Schedule of assets that were measured at fair value on a nonrecurring basis | ' | ||||||||||||||||
The following table presents assets that were measured at fair value on a nonrecurring basis as of August 31, 2013 (in thousands): | |||||||||||||||||
Fair | Quoted | Significant | Significant | Total | |||||||||||||
value | prices in | other | unobservable | losses | |||||||||||||
active | observable | inputs | |||||||||||||||
markets for | inputs | (Level 3) | |||||||||||||||
identical | (Level 2) | ||||||||||||||||
assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
Long-lived assets | $ | 35,045 | $ | — | $ | — | $ | 35,045 | $ | 10,072 | |||||||
Customer relationships | — | — | — | — | 851 | ||||||||||||
Total long-lived assets | 35,045 | — | — | 35,045 | 10,923 | ||||||||||||
Goodwill—Ning Xiang | — | — | — | — | 1,077 | ||||||||||||
Investment in non-marketable equity security—HPO | 938 | — | 938 | — | 1,885 | ||||||||||||
Total | $ | 35,983 | $ | — | $ | 938 | $ | 35,045 | $ | 13,885 | |||||||
The following table presents assets that were measured at fair value on a nonrecurring basis as of August 31, 2012 (in thousands): | |||||||||||||||||
Fair | Quoted | Significant | Significant | Total | |||||||||||||
value | prices in | other | unobservable | losses | |||||||||||||
active | observable | inputs | |||||||||||||||
markets for | inputs | (Level 3) | |||||||||||||||
identical | (Level 2) | ||||||||||||||||
assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
Property, plant and equipment | $ | 46,450 | $ | — | $ | — | $ | 46,450 | $ | 7,507 | |||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Aug. 31, 2013 | |||||||||||||||||
Quarterly Results of Operations (Unaudited) | ' | ||||||||||||||||
Schedule of quarterly statement of operations | ' | ||||||||||||||||
The following tables set forth selected quarterly statement of operations data for each of the years ended August 31, 2013 and 2012 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | |||||||||||||||||
November 30, | February 28, | May 31, | August 31, | Fiscal | |||||||||||||
2012 | 2013 | 2013(1) | 2013(2) | 2013 | |||||||||||||
Revenues, net | $ | 6,227 | $ | 4,830 | $ | 3,526 | $ | 3,384 | $ | 17,967 | |||||||
Cost of revenues | 9,515 | 8,183 | 8,083 | 6,884 | 32,665 | ||||||||||||
Gross loss | (3,288 | ) | (3,353 | ) | (4,557 | ) | (3,500 | ) | (14,698 | ) | |||||||
Operating expenses | 4,886 | 3,654 | 5,245 | 14,184 | 27,969 | ||||||||||||
Loss from operations | (8,174 | ) | (7,007 | ) | (9,802 | ) | (17,684 | ) | (42,667 | ) | |||||||
Impairment loss on investment | — | — | (1,885 | ) | — | (1,885 | ) | ||||||||||
Net loss attributable to SemiLEDs stockholders | $ | (8,923 | ) | $ | (5,991 | ) | $ | (10,953 | ) | $ | (17,857 | ) | $ | (43,724 | ) | ||
Net loss per share attributable to SemiLEDs stockholders, basic and diluted | $ | (0.28 | ) | $ | (0.22 | ) | $ | (0.40 | ) | $ | (0.64 | ) | $ | (1.58 | ) | ||
Three Months Ended | |||||||||||||||||
November 30, | February 29, | May 31, | August 31, | Fiscal | |||||||||||||
2011 | 2012 | 2012(3) | 2012(4) | 2012 | |||||||||||||
Revenues, net | $ | 6,747 | $ | 7,905 | $ | 9,178 | $ | 5,469 | $ | 29,299 | |||||||
Cost of revenues | 7,569 | 8,627 | 10,232 | 8,473 | 34,901 | ||||||||||||
Gross loss | (822 | ) | (722 | ) | (1,054 | ) | (3,004 | ) | (5,602 | ) | |||||||
Operating expenses | 5,594 | 5,068 | 6,928 | 13,160 | 30,750 | ||||||||||||
Loss from operations | (6,416 | ) | (5,790 | ) | (7,982 | ) | (16,164 | ) | (36,352 | ) | |||||||
Equity in losses from unconsolidated entities, net | (1,526 | ) | (1,176 | ) | (2,173 | ) | (8,744 | ) | (13,619 | ) | |||||||
Net loss attributable to SemiLEDs stockholders | $ | (7,721 | ) | $ | (7,114 | ) | $ | (10,003 | ) | $ | (24,619 | ) | $ | (49,457 | ) | ||
Net loss per share attributable to SemiLEDs stockholders, basic and diluted | $ | (0.28 | ) | $ | (0.26 | ) | $ | (0.36 | ) | $ | (0.90 | ) | $ | (1.80 | ) | ||
-1 | |||||||||||||||||
Results for the third quarter of fiscal 2013 include an excess capacity charge of $2.2 million as a result of a decrease in customer demand, an inventory write-down of $1.1 million as a result of a decline in average selling prices, and impairment charges of $1.1 million on goodwill, $0.9 million on intangible asset for customer relationships and $1.9 million on investment in HPO. | |||||||||||||||||
-2 | |||||||||||||||||
Results for the fourth quarter of fiscal 2013 include an excess capacity charge of $2.0 million as a result of a decrease in customer demand, an inventory write-down of $1.0 million as a result of a decline in average selling prices, and an impairment charge on property, plant and equipment of $10.1 million. | |||||||||||||||||
-3 | |||||||||||||||||
Results for the third quarter of fiscal 2012 include an excess capacity charge of $1.6 million as a result of a decrease in customer demand, an inventory write-down of $0.7 million as a result of a decline in average selling prices, a provision for a potential litigation settlement associated with the Cree litigation of $1.5 million, and the net loss reported by China SemiLEDs of $2.1 million. The increase in net loss reported by China SemiLEDs was primarily as a result of excess capacity charges and inventory valuation adjustments. | |||||||||||||||||
-4 | |||||||||||||||||
Results for the fourth quarter of fiscal 2012 include an excess capacity charge of $2.0 million as a result of a decrease in customer demand, an inventory write-down of $0.8 million as a result of a decline in average selling prices, an impairment charge on property, plant and equipment of $7.5 million, a charge to bad debt expense of $1.4 million, and the Company's equity in the net loss reported by China SemiLEDs of $8.7 million. The increase in net loss reported by China SemiLEDs was primarily as a result of excess capacity charges, inventory valuation adjustments and an impairment charge on its long-lived assets. | |||||||||||||||||
Condensed_Parent_Company_Only_1
Condensed Parent Company Only Financial Statements (Tables) | 12 Months Ended | |||||||
Aug. 31, 2013 | ||||||||
Condensed Parent Company Only Financial Statements | ' | |||||||
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 | 2013 | 2012 | ||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 18,631 | $ | 18,744 | ||||
Prepaid expenses and other current assets | 1,030 | 3,367 | ||||||
Intangible assets, net | 68 | 73 | ||||||
Investments in subsidiaries | 46,264 | 87,509 | ||||||
Investments in unconsolidated entities | 714 | 714 | ||||||
TOTAL ASSETS | $ | 66,707 | $ | 110,407 | ||||
LIABILITIES AND EQUITY | ||||||||
Accrued expenses and other current liabilities | $ | 191 | $ | 2,589 | ||||
Total equity | 66,516 | 107,818 | ||||||
TOTAL LIABILITIES AND EQUITY | $ | 66,707 | $ | 110,407 | ||||
Schedule of condensed parent company only statement of operations | ' | |||||||
Years Ended August 31, | ||||||||
Condensed Statements of Operations | 2013 | 2012 | ||||||
Operating expenses: | ||||||||
Selling, general and administrative | $ | 2,177 | $ | 2,534 | ||||
Provision for litigation settlement (Note 7) | — | 1,500 | ||||||
Loss from operations | (2,177 | ) | (4,034 | ) | ||||
Other income (expenses): | ||||||||
Equity in losses from unconsolidated entities, net | — | (13,426 | ) | |||||
Equity in losses from subsidiaries, net | (41,572 | ) | (32,096 | ) | ||||
Interest income | 25 | 99 | ||||||
Total other expenses, net | (41,547 | ) | (45,423 | ) | ||||
Net loss | $ | (43,724 | ) | $ | (49,457 | ) | ||
Schedule of condensed parent company only statements of cash flows | ' | |||||||
Years Ended August 31, | ||||||||
Condensed Statements of Cash Flows | 2013 | 2012 | ||||||
Net cash provided by (used in): | ||||||||
Operating activities | $ | (187 | ) | $ | (999 | ) | ||
Investing activities | — | (55,678 | ) | |||||
Financing activities | 74 | 73 | ||||||
Net decrease in cash and cash equivalents | (113 | ) | (56,604 | ) | ||||
Cash and cash equivalents at beginning of year | 18,744 | 75,348 | ||||||
Cash and cash equivalents at end of year | $ | 18,631 | $ | 18,744 | ||||
Business_Details
Business (Details) | Aug. 31, 2013 | Apr. 30, 2013 | Mar. 31, 2013 | Aug. 31, 2011 |
Business | ' | ' | ' | ' |
Number of wholly owned subsidiaries | 7 | ' | ' | ' |
Ning Xiang | ' | ' | ' | ' |
Business | ' | ' | ' | ' |
Ownership interest acquired (as a percent) | ' | 15.00% | ' | 51.00% |
Ownership interest (as a percent) | 66.00% | 66.00% | 51.00% | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Aug. 31, 2013 | 31-May-13 | Feb. 28, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Nov. 30, 2011 | Aug. 31, 2013 | Aug. 31, 2012 |
Summary of Significant Accounting Policies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period over which significant loss is incurred preceding current fiscal year | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and short-term investments | $36,272 | ' | ' | ' | $56,059 | ' | ' | ' | $36,272 | $56,059 |
Revenues | 3,384 | 3,526 | 4,830 | 6,227 | 5,469 | 9,178 | 7,905 | 6,747 | 17,967 | 29,299 |
Accounts receivable | Customer concentration risk | Customer A | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 19.00% | ' |
Accounts receivable | Customer concentration risk | Customer B | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 9.00% |
Accounts receivable | Customer concentration risk | Customer C | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 15.00% |
Accounts receivable | Customer concentration risk | Customer D | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.00% |
Revenues | Customer concentration risk | Customer E | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Customers Exceeding 10% of the Company's total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 24.00% |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 143 | 7,176 |
Revenues | Customer concentration risk | Top ten customers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | 49.00% |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 2,552 | 4,068 |
United States | U.S. Dollars | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and short-term investments | 18,631 | ' | ' | ' | 18,744 | ' | ' | ' | 18,631 | 18,744 |
Taiwan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 5,332 | 5,844 |
Taiwan | U.S. Dollars | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and short-term investments | 16,158 | ' | ' | ' | 34,477 | ' | ' | ' | 16,158 | 34,477 |
Taiwan | New Taiwan Dollars | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and short-term investments | 445 | ' | ' | ' | 2,193 | ' | ' | ' | 445 | 2,193 |
Taiwan | Other currencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and short-term investments | 264 | ' | ' | ' | 235 | ' | ' | ' | 264 | 235 |
China (including Hong Kong) | U.S. Dollars | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and short-term investments | 345 | ' | ' | ' | 376 | ' | ' | ' | 345 | 376 |
China (including Hong Kong) | Renminbi | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and short-term investments | 428 | ' | ' | ' | 33 | ' | ' | ' | 428 | 33 |
China (including Hong Kong) | H.K. dollars | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash, cash equivalents and short-term investments | $1 | ' | ' | ' | $1 | ' | ' | ' | $1 | $1 |
Taiwan, the United States, Russia and China | Revenues | Customer concentration risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 63.00% | 78.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
In Thousands, unless otherwise specified | |||
Cash and Cash Equivalents | ' | ' | ' |
Total cash and cash equivalents | $36,272 | $47,228 | $83,619 |
Short-term Investments | ' | ' | ' |
Short-term investments | ' | 8,831 | ' |
Cash and demand deposits | ' | ' | ' |
Cash and Cash Equivalents | ' | ' | ' |
Total cash and cash equivalents | 31,257 | 36,218 | ' |
Time deposits | ' | ' | ' |
Cash and Cash Equivalents | ' | ' | ' |
Total cash and cash equivalents | ' | 6,000 | ' |
Money market funds | ' | ' | ' |
Cash and Cash Equivalents | ' | ' | ' |
Total cash and cash equivalents | $5,015 | $5,010 | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) | 12 Months Ended |
Aug. 31, 2013 | |
Buildings and improvements | Minimum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives | '5 years |
Buildings and improvements | Maximum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives | '20 years |
Machinery and equipment | Minimum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives | '2 years |
Machinery and equipment | Maximum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives | '10 years |
Leasehold improvements | Minimum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives | '1 year |
Leasehold improvements | Maximum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives | '10 years |
Other equipment | Minimum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives | '2 years |
Other equipment | Maximum | ' |
Property, Plant and Equipment | ' |
Estimated useful lives | '6 years |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (USD $) | Aug. 31, 2013 | Aug. 31, 2011 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2012 |
In Thousands, unless otherwise specified | Ning Xiang | Ning Xiang | Patents and trademarks | Patents and trademarks | Patents and trademarks | Patents and trademarks | Acquired technology | Acquired technology | Acquired technology | Acquired technology | Customer relationships | Customer relationships |
Minimum | Maximum | Minimum | Maximum | |||||||||
Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | '15 years | '17 years | '3 years | '25 years | '5 years | '4 years | '4 years | '5 years | '5 years | '5 years |
Ownership interest acquired (as a percent) | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (USD $) | 3 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | 31-May-13 | Jul. 31, 2013 |
Ning Xiang | Ning Xiang | LED production business | ||||
Goodwill | ' | ' | ' | ' | ' | ' |
Amount of goodwill | ' | ' | ' | ' | ' | $59 |
Implied fair value of goodwill | ' | 59 | 1,072 | ' | 0 | ' |
Goodwill impairment loss | $1,100 | $1,077 | $0 | $1,077 | ' | ' |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | 31-May-13 | Aug. 31, 2013 |
Customer relationships | Customer relationships | |||||
Summary of Significant Accounting Policies | ' | ' | ' | ' | ' | ' |
Impairment of long-lived assets | $10,100 | $7,500 | $10,072 | $7,507 | ' | ' |
Impairment of Long-Lived Assets | ' | ' | ' | ' | ' | ' |
Impairment charge of finite lived asset | ' | ' | ' | ' | $900 | $851 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Details 7) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2012 |
Recovery of Investments in Unconsolidated Entities | ' | ' | ' |
Impairment loss on investment | $1,885 | $1,885 | ' |
Advertising Costs | ' | ' | ' |
Advertising costs incurred | ' | 212 | 290 |
Revenues Recognition | ' | ' | ' |
Minimum warranty period | ' | '3 months | ' |
Maximum warranty period | ' | '2 years | ' |
Accounts Receivable | ' | ' | ' |
Charges to bad debt expense | ' | 1,071 | 1,405 |
China SemiLEDs | ' | ' | ' |
Recovery of Investments in Unconsolidated Entities | ' | ' | ' |
Equity method investments | ' | 0 | 0 |
High Power Optoelectronics | ' | ' | ' |
Recovery of Investments in Unconsolidated Entities | ' | ' | ' |
Impairment loss on investment | $1,900 | $1,885 | ' |
Recovered_Sheet1
Summary of Significant Accounting Policies (Details 8) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Aug. 31, 2013 | 31-May-13 | Feb. 28, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Nov. 30, 2011 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Apr. 30, 2013 | Mar. 31, 2013 | Aug. 31, 2011 |
Ning Xiang | Ning Xiang | Ning Xiang | Ning Xiang | |||||||||||
Noncontrolling Interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest acquired (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | 51.00% |
Cash consideration for additional acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $202 | ' | ' |
Ownership interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66.00% | 66.00% | 51.00% | ' |
Net loss attributable to SemiLEDs stockholders | -17,857 | -10,953 | -5,991 | -8,923 | -24,619 | -10,003 | -7,114 | -7,721 | -43,724 | -49,457 | -43,724 | ' | ' | ' |
Transfers to noncontrolling interests: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in SemiLEDs additional paid in capital for purchase of common shares in Ning Xiang | ' | ' | ' | ' | ' | ' | ' | ' | -202 | ' | -50 | ' | ' | ' |
Change from net loss attributable to SemiLEDs stockholders and transfer to noncontrolling interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($43,774) | ' | ' | ' |
Balance_Sheet_Components_Detai
Balance Sheet Components (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Aug. 31, 2013 | 31-May-13 | Aug. 31, 2012 | 31-May-12 | Aug. 31, 2013 | Aug. 31, 2012 | |
Inventories | ' | ' | ' | ' | ' | ' |
Raw materials | $2,193,000 | ' | $2,999,000 | ' | $2,193,000 | $2,999,000 |
Work in process | 3,865,000 | ' | 4,065,000 | ' | 3,865,000 | 4,065,000 |
Finished goods | 4,442,000 | ' | 5,952,000 | ' | 4,442,000 | 5,952,000 |
Total | 10,500,000 | ' | 13,016,000 | ' | 10,500,000 | 13,016,000 |
Inventory write-down | 1,000,000 | 1,100,000 | 800,000 | 700,000 | 3,226,000 | 3,148,000 |
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' |
Total property, plant and equipment | 88,477,000 | ' | 86,706,000 | ' | 88,477,000 | 86,706,000 |
Less: Accumulated depreciation, amortization and impairment | -58,004,000 | ' | -40,064,000 | ' | -58,004,000 | -40,064,000 |
Property, plant and equipment, net | 30,473,000 | ' | 46,642,000 | ' | 30,473,000 | 46,642,000 |
Weighted average cost of capital (as a percent) | ' | ' | ' | ' | 12.50% | 13.00% |
Impairment charge | ' | ' | ' | ' | ' | ' |
Impairment of long-lived assets | 10,100,000 | ' | 7,500,000 | ' | 10,072,000 | 7,507,000 |
Depreciation expense | ' | ' | ' | ' | 7,984,000 | 8,324,000 |
LED production business | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' |
Weighted average cost of capital (as a percent) | ' | ' | ' | ' | 12.50% | 13.00% |
Notes payable | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' |
Property, plant and equipment pledged as collateral for notes payable and lines of credit | 13,900,000 | ' | 9,900,000 | ' | 13,900,000 | 9,900,000 |
Lines of credit | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' |
Property, plant and equipment pledged as collateral for notes payable and lines of credit | ' | ' | 9,900,000 | ' | ' | 9,900,000 |
Buildings and improvements | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' |
Total property, plant and equipment | 14,510,000 | ' | 14,501,000 | ' | 14,510,000 | 14,501,000 |
Machinery and equipment | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' |
Total property, plant and equipment | 67,109,000 | ' | 64,267,000 | ' | 67,109,000 | 64,267,000 |
Leasehold improvements | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' |
Total property, plant and equipment | 3,144,000 | ' | 3,143,000 | ' | 3,144,000 | 3,143,000 |
Other equipment | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' |
Total property, plant and equipment | 2,686,000 | ' | 2,249,000 | ' | 2,686,000 | 2,249,000 |
Construction in progress | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' | ' | ' | ' |
Total property, plant and equipment | $1,028,000 | ' | $2,546,000 | ' | $1,028,000 | $2,546,000 |
Balance_Sheet_Components_Detai1
Balance Sheet Components (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2012 | Jul. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 |
Ning Xiang | Ning Xiang | LED production business | LED production business | LED production business | Patents and trademarks | Patents and trademarks | Acquired technology | Acquired technology | Customer relationships | Customer relationships | Customer relationships | Customer relationships | ||||
Ning Xiang | ||||||||||||||||
Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Amortization Period | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | '17 years | '5 years | '4 years | ' | '5 years | '5 years | ' |
Gross Carrying Amount | ' | $3,029 | $2,089 | ' | ' | ' | ' | ' | $973 | $585 | $719 | $167 | ' | $1,337 | $1,337 | ' |
Accumulated Amortization and Impairment | ' | 1,650 | 537 | ' | ' | ' | ' | ' | 161 | 146 | 152 | 101 | ' | 1,337 | 290 | ' |
Total | ' | 1,379 | 1,552 | ' | ' | ' | ' | ' | 812 | 439 | 567 | 66 | ' | ' | 1,047 | ' |
Impairment of Long-Lived Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge of finite lived asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900 | 851 | ' | 851 |
Amortization expense recognized | ' | 333 | 354 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Implied fair value of goodwill | ' | 59 | 1,072 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill impairment loss | 1,100 | 1,077 | 0 | 1,077 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' | ' | ' | 59 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average cost of capital (as a percent) | ' | 12.50% | 13.00% | 10.00% | ' | 12.50% | 13.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense for intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | ' | 204 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | ' | 172 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | ' | 173 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | ' | 173 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | ' | 163 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Thereafter | ' | 494 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | 1,379 | 1,552 | ' | ' | ' | ' | ' | 812 | 439 | 567 | 66 | ' | ' | 1,047 | ' |
Accrued Expenses and Other Current Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued compensation and benefits | ' | 2,080 | 2,179 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payable related to acquisition of business | ' | 2,049 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued business expenses | ' | 640 | 592 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred rent | ' | 481 | 545 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Taxes payable | ' | 288 | 286 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued professional service fees | ' | 279 | 325 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer deposits | ' | 229 | 146 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other (individually less than 5% of total accrued expenses and other current liabilities) | ' | 779 | 896 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | $6,825 | $4,969 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of total accrued expenses and other current liabilities | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition_of_business_Detail
Acquisition of business (Details) (LED production business, USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||
In Thousands, unless otherwise specified | Aug. 31, 2013 | Jul. 31, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Aug. 31, 2013 | Jul. 31, 2013 |
Patents and acquired technology | Patents and acquired technology | Trademark | Trademark | |||
Acquisition of business | ' | ' | ' | ' | ' | ' |
Consideration paid | $888 | ' | ' | ' | ' | ' |
Amount of goodwill expected to be deductible for income tax purposes | ' | 0 | ' | ' | ' | ' |
Estimated fair value of assets acquired and liabilities assumed at the date of acquisition | ' | ' | ' | ' | ' | ' |
Current assets | ' | 141 | ' | ' | ' | ' |
Equipment | ' | 2,223 | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | 551 | ' | 88 |
Current liabilities | ' | -141 | ' | ' | ' | ' |
Total identifiable net assets acquired | ' | 2,862 | ' | ' | ' | ' |
Goodwill | ' | 59 | ' | ' | ' | ' |
Total cash purchase price | ' | 2,921 | ' | ' | ' | ' |
Fair value of the trade receivable included in current assets acquired | ' | 35 | ' | ' | ' | ' |
Useful life of acquired intangible assets | ' | ' | '5 years | ' | '10 years | ' |
Revenues recognized since acquisition date | 33 | ' | ' | ' | ' | ' |
Net loss since acquisition date | $71 | ' | ' | ' | ' | ' |
Investments_in_Unconsolidated_2
Investments in Unconsolidated Entities (Details) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2013 | Aug. 31, 2012 | Apr. 30, 2011 | Sep. 30, 2009 | Aug. 31, 2013 | Aug. 31, 2012 | Sep. 30, 2012 | Aug. 31, 2012 | Dec. 31, 2009 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | |
SILQ (Malaysia) Sdn. Bhd. ("SILQ") | SILQ (Malaysia) Sdn. Bhd. ("SILQ") | SILQ (Malaysia) Sdn. Bhd. ("SILQ") | SILQ (Malaysia) Sdn. Bhd. ("SILQ") | SS Optoelectronics Co., Ltd. ("SS Optoelectronics") | SS Optoelectronics Co., Ltd. ("SS Optoelectronics") | China SemiLEDs | China SemiLEDs | China SemiLEDs | Other equity method investees | |||
Investments in unconsolidated entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage ownership held in the joint venture | ' | ' | ' | ' | 50.00% | 50.00% | ' | 49.00% | ' | 49.00% | 49.00% | ' |
Equity method investments | ' | ' | ' | ' | $289,000 | $525,000 | ' | $248,000 | ' | $0 | $0 | ' |
Cost method investments | 1,986,000 | 1,048,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total investments in unconsolidated entities | 2,275,000 | 1,821,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment for investments | ' | ' | 662,000 | 570,000 | ' | ' | ' | ' | 14,700,000 | ' | ' | ' |
Ownership interest acquired (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% | ' | ' | ' |
Excess of share of net assets over the carrying amount of investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,600,000 | ' | ' |
Return of investment after dissolved joint venture agreement | 250,000 | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' |
Dividend received from unconsolidated entities | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Balance Sheet Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets | ' | 26,180,000 | ' | ' | ' | ' | ' | ' | ' | 24,769,000 | ' | 1,411,000 |
Noncurrent assets | ' | 43,141,000 | ' | ' | ' | ' | ' | ' | ' | 42,633,000 | ' | 508,000 |
Current liabilities | ' | 19,885,000 | ' | ' | ' | ' | ' | ' | ' | 19,580,000 | ' | 305,000 |
Noncurrent liabilities | ' | 38,485,000 | ' | ' | ' | ' | ' | ' | ' | 38,485,000 | ' | ' |
Shareholders' equity | ' | 10,951,000 | ' | ' | ' | ' | ' | ' | ' | 9,337,000 | ' | 1,614,000 |
Summary Statement of Operations Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues, net | ' | 1,440,000 | ' | ' | ' | ' | ' | ' | ' | 837,000 | ' | 603,000 |
Gross loss | ' | -10,169,000 | ' | ' | ' | ' | ' | ' | ' | -10,155,000 | ' | -14,000 |
Loss from operations | ' | -34,741,000 | ' | ' | ' | ' | ' | ' | ' | -34,269,000 | ' | -472,000 |
Net loss | ' | ($32,909,000) | ' | ' | ' | ' | ' | ' | ' | ($32,513,000) | ' | ($396,000) |
Investments_in_Unconsolidated_3
Investments in Unconsolidated Entities (Details 2) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Oct. 31, 2012 | 31-May-13 | Aug. 31, 2013 | |
Cost Method Investments | ' | ' | ' |
Impairment loss on investment | ' | $1,885,000 | $1,885,000 |
High Power Optoelectronics | ' | ' | ' |
Cost Method Investments | ' | ' | ' |
Percentage of cost method investee owned | 9.90% | ' | ' |
Investment of equity interest | 2,900,000 | ' | ' |
Period within which the entity can exercise option to increase equity interest | '1 year | ' | ' |
Impairment loss on investment | ' | $1,900,000 | $1,885,000 |
High Power Optoelectronics | Minimum | ' | ' | ' |
Cost Method Investments | ' | ' | ' |
Option to increase equity interest (as a percent) | 50.00% | ' | ' |
Indebtedness_Details
Indebtedness (Details) (Lines of credit, USD $) | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2012 |
In Thousands, unless otherwise specified | Minimum | Maximum | ||
Notes Payable to Banks | ' | ' | ' | ' |
Outstanding lines of credit | ' | $1,585 | ' | ' |
Unused lines of credit | $3,003 | $6,549 | ' | ' |
Maturity term | ' | ' | '6 months | '8 months |
Fixed interest rate (as a percent) | ' | 1.80% | ' | ' |
Variable interest rate (as a percent) | ' | 1.80% | ' | ' |
Indebtedness_Details_2
Indebtedness (Details 2) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Jan. 31, 2013 |
Long-term notes | Long-term notes | Long-term notes | Long-term notes | First note payable | First note payable | Second note payable | Second note payable | Third note payable | Third note payable | Fourth note payable | Fourth note payable | Fifth note payable | Fifth note payable | |||
Minimum | Minimum | Maximum | Maximum | |||||||||||||
Long-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt | $8,463,000 | $5,920,000 | ' | ' | ' | ' | $1,581,000 | $1,712,000 | $344,000 | $681,000 | $600,000 | $892,000 | $2,460,000 | $2,635,000 | $3,478,000 | ' |
Less: Current installments | -2,294,000 | -967,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt, excluding current installments | 6,169,000 | 4,953,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,100,000 |
Variable interest rates (as a percent) | ' | ' | 1.90% | 1.80% | 2.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required monthly payments of principal and interest | ' | ' | ' | ' | ' | ' | 14,000 | ' | 29,000 | ' | 28,000 | ' | 19,000 | ' | 114,000 | ' |
Maturity term | ' | ' | ' | ' | ' | ' | '15 years | ' | '5 years | ' | '5 years | ' | '15 years | ' | '3 years | ' |
Scheduled Principal Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 2,294,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 1,932,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 1,162,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 332,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 338,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Thereafter | 2,405,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | $8,463,000 | $5,920,000 | ' | ' | ' | ' | $1,581,000 | $1,712,000 | $344,000 | $681,000 | $600,000 | $892,000 | $2,460,000 | $2,635,000 | $3,478,000 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
31-May-12 | Aug. 31, 2013 | Aug. 31, 2012 | |
Commitments and Contingencies | ' | ' | ' |
Outstanding deposits maintained for noncancellable operating leases | ' | $165,000 | $168,000 |
Lease expense related to noncancellable operating leases | ' | 848,000 | 802,000 |
Future noncancellable minimum rental payments | ' | ' | ' |
2014 | ' | 1,138,000 | ' |
2015 | ' | 1,233,000 | ' |
2016 | ' | 1,185,000 | ' |
2017 | ' | 591,000 | ' |
2018 | ' | 245,000 | ' |
Thereafter | ' | 218,000 | ' |
Total | ' | 4,610,000 | ' |
Purchase Obligations | ' | ' | ' |
Purchase commitments for property, plant and equipment | ' | 3,200,000 | 3,700,000 |
Litigation | ' | ' | ' |
Provision for litigation settlement | 1,500,000 | ' | 1,500,000 |
Legal proceedings and claims | ' | ' | ' |
Litigation | ' | ' | ' |
Provision for litigation settlement | ' | ' | $1,500,000 |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Apr. 30, 2013 | Aug. 31, 2012 | Feb. 28, 2013 | Feb. 29, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2012 | Aug. 31, 2013 | Aug. 31, 2012 |
item | Employees, directors and nonemployees | Employees, directors and nonemployees | Employees, directors and nonemployees | Employees, directors and nonemployees | Employees, directors and nonemployees | Employees, directors and nonemployees | Restricted stock unit | Restricted stock unit | Restricted stock unit | Restricted stock unit | Restricted stock unit | Restricted stock unit | Stock options | Stock options | Stock options | Common Stock | Common Stock | ||
Cost of revenues | Cost of revenues | Research and development | Research and development | Selling, general and administrative | Selling, general and administrative | Executives and employees | Executives and employees | Directors | Directors | Less than or equal to | Executive officer | ||||||||
Stock-based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of share-based compensation plans | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $2,020 | $2,616 | $838 | $952 | $429 | $366 | $753 | $1,298 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock reserved for issuance | 3,849,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,654,000 | 2,945,000 |
Options granted of common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 829,000 | ' | 31,000 | 100,000 | ' | 100,000 | ' | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.72 | ' | $1.72 | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '4 years | ' | ' | ' | '1 year | '4 years | ' | ' |
Vesting percentage on each anniversary of the vesting start date of awards granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' | ' | ' | ' | 25.00% | ' | ' |
Contractual term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' |
Stock units granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 1,406,000 | 860,000 | 1,195,000 | ' | 211,000 | ' | ' | ' | ' | ' | ' |
Vesting percentage on the earlier of the first anniversary of the vesting start date and the date of the next annual meeting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | ' |
Grant-date fair value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $1.24 | $3.46 | $1.33 | ' | $0.71 | $3.27 | ' | ' | ' | ' | ' |
Number of shares of common stock for which contingent right is established by restricted stock unit (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Estimated forfeiture rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' |
Stock-based compensation tax benefit recognized | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockbased_Compensation_Detail1
Stock-based Compensation (Details 2) (Stock options, USD $) | 12 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Stock options | ' | ' | ' |
Weighted-average assumptions for grants of stock options | ' | ' | ' |
Dividend rate (as a percent) | 0.00% | ' | ' |
Risk-free interest rate (as a percent) | 0.90% | ' | ' |
Expected term (in years) | '6 years 3 months 18 days | ' | ' |
Expected volatility (as a percent) | 54.50% | ' | ' |
Number of Stock Options Outstanding | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | 576 | 775 | ' |
Granted (in shares) | 100 | ' | ' |
Forfeited (in shares) | -150 | -118 | ' |
Exercised (in shares) | -85 | -81 | ' |
Outstanding at the end of the period (in shares) | 441 | 576 | 775 |
Vested and expected to vest at the end of the period (in shares) | 408 | ' | ' |
Exercisable at the end of the period (in shares) | 238 | ' | ' |
Weighted-Average Exercise Price | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | $8.54 | $8.20 | ' |
Granted (in dollars per share) | $1.72 | ' | ' |
Forfeited (in dollars per share) | $7.69 | $11.64 | ' |
Exercised (in dollars per share) | $0.87 | $0.86 | ' |
Outstanding at the end of the period (in dollars per share) | $8.76 | $8.54 | $8.20 |
Vested and expected to vest at the end of the period (in dollars per share) | $8.89 | ' | ' |
Exercisable at the end of the period (in dollars per share) | $8.34 | ' | ' |
Weighted-Average Remaining Contractual Life | ' | ' | ' |
Outstanding at the beginning of the period | '7 years 2 months 12 days | '7 years 7 months 6 days | '8 years 6 months |
Outstanding at the end of the period | '7 years 2 months 12 days | '7 years 7 months 6 days | '8 years 6 months |
Vested and expected to vest at the end of the period | '7 years 1 month 6 days | ' | ' |
Exercisable at the end of the period | '6 years 4 months 24 days | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' |
Outstanding at the beginning of the period | $263,000 | $1,456,000 | ' |
Outstanding at the end of the period | 9,000 | 263,000 | 1,456,000 |
Vested and expected to vest at the end of the period | 9,000 | ' | ' |
Exercisable at the end of the period | 9,000 | ' | ' |
Additional information on stock options | ' | ' | ' |
Aggregate intrinsic value of options exercised | 400,000 | 300,000 | ' |
Unrecognized compensation cost related to unvested stock options | $700,000 | $1,300,000 | ' |
Weighted-average remaining period over which expense will be recognized | '1 year 6 months | '2 years 3 months 18 days | ' |
Stockbased_Compensation_Detail2
Stock-based Compensation (Details 3) (Restricted stock units, USD $) | 12 Months Ended | |
In Millions, except Share data in Thousands, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Restricted stock units | ' | ' |
Number of Stock Units Outstanding | ' | ' |
Outstanding at the beginning of the period (in shares) | 930 | 317 |
Granted (in shares) | 1,406 | 860 |
Vested (in shares) | -303 | -127 |
Forfeited (in shares) | -206 | -120 |
Outstanding at the end of the period (in shares) | 1,827 | 930 |
Weighted-Average Grant Date Fair Value | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | $5.15 | $17 |
Granted (in dollars per share) | $1.24 | $3.46 |
Vested (in dollars per share) | $5.99 | $18.10 |
Forfeited (in dollars per share) | $3.55 | $10.67 |
Outstanding at the end of the period (in dollars per share) | $2.31 | $5.15 |
Additional information on stock units awards | ' | ' |
Unrecognized compensation cost related to unvested restricted stock unit awards | $3.40 | $3.30 |
Weighted-average remaining period over which expense will be recognized | '2 years 6 months | '3 years |
Net_Loss_Per_Share_of_Common_S2
Net Loss Per Share of Common Stock (Details) (Stock units and stock options to purchase common stock) | 12 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Stock units and stock options to purchase common stock | ' | ' |
Securities excluded from computation of diluted net income (loss) per share of common stock | ' | ' |
Antidilutive securities (in shares) | 958 | 631 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Income Taxes | ' | ' |
Statutory income tax rate in Taiwan (as a percent) | 17.00% | ' |
Additional Taiwan corporate income tax rate (as a percent) | 10.00% | ' |
Surtax rate (as a percent) | 10.00% | ' |
Loss before income taxes | ' | ' |
U.S. operations | ($2,152) | ($17,361) |
Foreign operations | -42,483 | -32,588 |
Loss before income taxes | -44,635 | -49,949 |
Current: | ' | ' |
Foreign | 3 | ' |
Total current | 3 | ' |
Total income tax expense | 3 | ' |
U.S. federal income tax rate (as a percent) | 34.00% | 34.00% |
Reconciliation of income tax expense | ' | ' |
Computed "expected" income tax benefit | -15,176 | -16,983 |
Foreign tax rate differential | 3,683 | 2,487 |
Valuation allowance | 11,534 | 14,089 |
Other | -38 | 407 |
Total income tax expense | 3 | ' |
Deferred tax assets: | ' | ' |
Inventories, primarily due to inventory obsolescence and lower of cost or market provisions | 1,747 | 1,810 |
Foreign income tax credit carryforwards | 1,618 | 1,912 |
Allowance for doubtful accounts | 527 | 362 |
Accruals and other | ' | 171 |
Property, plant and equipment | 3,113 | 1,292 |
Stock-based compensation | 706 | 651 |
Investments in unconsolidated entities | 5,506 | 5,506 |
Net operating loss carryforwards | 21,305 | 11,522 |
Total gross deferred tax assets | 34,522 | 23,226 |
Less: Valuation allowance | -34,008 | -22,474 |
Deferred tax assets, net of valuation allowance | 514 | 752 |
Deferred tax liabilities: | ' | ' |
Property, plant and equipment | ' | -25 |
Intangible assets | -178 | -180 |
Accruals and other | -336 | -547 |
Total gross deferred tax liabilities | ($514) | ($752) |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2012 | Aug. 31, 2013 |
Net Operating Loss Carryforwards | ' | ' |
Total unused net operating loss carryforwards and income tax credits | ' | $67,735 |
Reconciliation of the beginning and ending balances of the unrecognized tax benefits | ' | ' |
Unrecognized benefit - beginning of year | 330 | 145 |
Settlements of prior years tax positions | -185 | ' |
Unrecognized benefit - end of year | 145 | 145 |
U.S. Federal | ' | ' |
Net Operating Loss Carryforwards | ' | ' |
Net operating loss carryforwards | ' | 8,262 |
U.S. State | ' | ' |
Net Operating Loss Carryforwards | ' | ' |
Net operating loss carryforwards | ' | 489 |
Foreign | ' | ' |
Net Operating Loss Carryforwards | ' | ' |
Net operating loss carryforwards (expiring over the next 5 years) | ' | 4,119 |
Net operating loss carryforwards (expiring in more than 5 years) | ' | 53,247 |
Foreign income tax credit carryforwards | ' | $1,618 |
RelatedParty_Transactions_Deta
Related-Party Transactions (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Apr. 30, 2013 | Aug. 31, 2013 | Mar. 31, 2011 | Aug. 31, 2013 | Aug. 31, 2012 | |
Majority owned subsidiary | Majority owned subsidiary | China SemiLEDs | China SemiLEDs | China SemiLEDs | ||||
item | item | |||||||
Related-Party Transactions | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of goods | ' | ' | ' | ' | ' | ' | $11,000 | $148,000 |
Rendering of services | ' | ' | ' | ' | ' | ' | ' | 260,000 |
Purchase of goods | ' | ' | ' | ' | ' | ' | 301,000 | ' |
Income recognized on patents assignment | ' | 51,000 | 51,000 | ' | ' | ' | 51,000 | 51,000 |
Number of patents assigned to related party | ' | ' | ' | ' | ' | 13 | ' | ' |
Consideration received from sale of equipment | ' | ' | ' | ' | ' | ' | ' | 244,000 |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | 200,000 |
Charge to bad debt expense | 1,400,000 | ' | ' | ' | ' | ' | 7,000 | 1,405,000 |
Allowance for doubtful accounts | 577,000 | 1,616,000 | 577,000 | ' | ' | ' | 1,395,000 | 1,405,000 |
Accounts and notes receivable from related parties, net of allowance for doubtful accounts of $1,395 and $1,405 as of August 31, 2013 and 2012, respectively | 157,000 | 120,000 | 157,000 | ' | ' | ' | 0 | 118,000 |
Other current liabilities | ' | ' | ' | ' | ' | ' | 0 | 65,000 |
Term of loan agreement entered into by subsidiary with its shareholder | ' | ' | ' | '1 year | ' | ' | ' | ' |
Outstanding balance of loan | ' | ' | ' | ' | 200,000 | ' | ' | ' |
Loan agreement entered into by subsidiary with its shareholder | ' | ' | ' | $200,000 | ' | ' | ' | ' |
Number of shareholders from whom loan was taken | ' | ' | ' | 1 | ' | ' | ' | ' |
Fixed interest rate bears by loan taken by subsidiary (as a percent) | ' | ' | ' | ' | 3.00% | ' | ' | ' |
Product_and_Geographic_Informa2
Product and Geographic Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Aug. 31, 2013 | 31-May-13 | Feb. 28, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Nov. 30, 2011 | Aug. 31, 2013 | Aug. 31, 2012 |
Revenues by products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $3,384 | $3,526 | $4,830 | $6,227 | $5,469 | $9,178 | $7,905 | $6,747 | $17,967 | $29,299 |
LED chips | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 5,466 | 7,805 |
LED components | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 6,924 | 14,820 |
Lighting products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 4,170 | 4,386 |
Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $1,407 | $2,288 |
Product_and_Geographic_Informa3
Product and Geographic Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Aug. 31, 2013 | 31-May-13 | Feb. 28, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Nov. 30, 2011 | Aug. 31, 2013 | Aug. 31, 2012 |
Revenues by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $3,384 | $3,526 | $4,830 | $6,227 | $5,469 | $9,178 | $7,905 | $6,747 | $17,967 | $29,299 |
Maximum percentage of total net revenues | 5.00% | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' |
Taiwan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 5,332 | 5,844 |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 2,552 | 4,068 |
Russia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,639 | 9,300 |
China | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,411 | 2,127 |
Republic of Turkey | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 910 | 982 |
Hong Kong | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 381 | 1,619 |
Other (individually less than 5% of total net revenues) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $5,742 | $5,359 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
In Thousands, unless otherwise specified | ||
Financial assets: | ' | ' |
Short-term investments | ' | $8,831 |
Financial liabilities: | ' | ' |
Notes payable to banks | ' | 1,585 |
Carrying Amount | ' | ' |
Financial assets: | ' | ' |
Cash and cash equivalents | 36,272 | 47,228 |
Short-term investments | ' | 8,831 |
Receivables (including related parties) | 2,272 | 4,916 |
Other assets (non-derivatives) | 968 | 1,011 |
Financial liabilities: | ' | ' |
Notes payable to banks | ' | 1,585 |
Payables (including related parties) | 9,842 | 10,156 |
Long-term debt (including current installments) | 8,463 | 5,920 |
Fair Value | ' | ' |
Financial assets: | ' | ' |
Cash and cash equivalents | 36,272 | 47,228 |
Short-term investments | ' | 8,831 |
Receivables (including related parties) | 2,272 | 4,916 |
Other assets (non-derivatives) | 968 | 1,011 |
Financial liabilities: | ' | ' |
Notes payable to banks | ' | 1,585 |
Payables (including related parties) | 9,842 | 10,156 |
Long-term debt (including current installments) | $8,425 | $5,920 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||||||||||
In Thousands, unless otherwise specified | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Apr. 30, 2013 | Aug. 31, 2011 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | Aug. 31, 2012 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2012 | 31-May-13 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2012 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 |
Minimum | Maximum | Ning Xiang | Ning Xiang | Ning Xiang | Ning Xiang | Customer relationships | Customer relationships | Customer relationships | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | ||||||
Customer relationships | Before Fair Value Adjustment | Before Fair Value Adjustment | Before Fair Value Adjustment | Before Fair Value Adjustment | Fair Value | Fair Value | Fair Value | Fair Value | Significant unobservable inputs (Level 3) | Significant unobservable inputs (Level 3) | Significant other observable inputs (Level 2) | |||||||||||||||||
Customer relationships | Customer relationships | |||||||||||||||||||||||||||
Fair Value Measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35,045 | ' | $46,450 | ' | $35,045 | $46,450 | ' |
Customer relationships | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' |
Investment in non-marketable equity security - HPO | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 938 | ' | ' | ' | ' | ' | 938 |
Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,983 | ' | ' | ' | 35,045 | ' | 938 |
Long-lived assets, total losses | 10,100 | ' | 7,500 | 10,072 | 7,507 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,072 | 7,507 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer relationships, total losses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900 | 851 | ' | 851 | ' | 851 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of long-lived assets | ' | ' | ' | 10,923 | 7,507 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, total losses | ' | 1,100 | ' | 1,077 | 0 | ' | ' | 1,100 | ' | ' | ' | ' | ' | ' | 1,077 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in non-marketable equity security, total losses - HPO | ' | 1,885 | ' | 1,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Losses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest acquired (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 51.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer relationship, net | 1,379 | ' | 1,552 | 1,379 | 1,552 | ' | ' | ' | ' | ' | ' | ' | ' | 1,047 | ' | ' | ' | ' | ' | ' | 800 | ' | ' | ' | ' | ' | ' | ' |
Discount rate (as a percent) | ' | ' | ' | 12.50% | 13.00% | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage decline in sales price | ' | ' | ' | ' | 10.00% | 12.00% | 16.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average utilization rate (as a percent) | ' | ' | ' | 71.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer attrition rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, net | 59 | ' | 1,072 | 59 | 1,072 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term future growth rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | $30,473 | ' | $46,642 | $30,473 | $46,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,100 | ' | $54,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly_Results_of_Operation2
Quarterly Results of Operations (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2013 | 31-May-13 | Feb. 28, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Nov. 30, 2011 | Aug. 31, 2013 | Aug. 31, 2012 | |
Quarterly Results of Operations (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues, net | $3,384,000 | $3,526,000 | $4,830,000 | $6,227,000 | $5,469,000 | $9,178,000 | $7,905,000 | $6,747,000 | $17,967,000 | $29,299,000 |
Cost of revenues | 6,884,000 | 8,083,000 | 8,183,000 | 9,515,000 | 8,473,000 | 10,232,000 | 8,627,000 | 7,569,000 | 32,665,000 | 34,901,000 |
Gross loss | -3,500,000 | -4,557,000 | -3,353,000 | -3,288,000 | -3,004,000 | -1,054,000 | -722,000 | -822,000 | -14,698,000 | -5,602,000 |
Operating expenses | 14,184,000 | 5,245,000 | 3,654,000 | 4,886,000 | 13,160,000 | 6,928,000 | 5,068,000 | 5,594,000 | 27,969,000 | 30,750,000 |
Loss from operations | -17,684,000 | -9,802,000 | -7,007,000 | -8,174,000 | -16,164,000 | -7,982,000 | -5,790,000 | -6,416,000 | -42,667,000 | -36,352,000 |
Impairment loss on investment | ' | -1,885,000 | ' | ' | ' | ' | ' | ' | -1,885,000 | ' |
Equity in losses from unconsolidated entities, net | ' | ' | ' | ' | -8,744,000 | -2,173,000 | -1,176,000 | -1,526,000 | -249,000 | -13,619,000 |
Net loss attributable to SemiLEDs stockholders | -17,857,000 | -10,953,000 | -5,991,000 | -8,923,000 | -24,619,000 | -10,003,000 | -7,114,000 | -7,721,000 | -43,724,000 | -49,457,000 |
Net loss per share attributable to SemiLEDs stockholders, basic and diluted (in dollars per share) | ($0.64) | ($0.40) | ($0.22) | ($0.28) | ($0.90) | ($0.36) | ($0.26) | ($0.28) | ($1.58) | ($1.80) |
Excess capacity charge as a result of a decrease in customer demand | 2,000,000 | 2,200,000 | ' | ' | 2,000,000 | 1,600,000 | ' | ' | ' | ' |
Inventory write-down | 1,000,000 | 1,100,000 | ' | ' | 800,000 | 700,000 | ' | ' | 3,226,000 | 3,148,000 |
Potential litigation settlement associated with the Cree litigation | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | 1,500,000 |
Impairment of long-lived assets | 10,100,000 | ' | ' | ' | 7,500,000 | ' | ' | ' | 10,072,000 | 7,507,000 |
Quarterly Results of Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss reported by China SemiLEDs | ' | ' | ' | ' | -8,744,000 | -2,173,000 | -1,176,000 | -1,526,000 | -249,000 | -13,619,000 |
Increase in bad debt expense | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' |
Goodwill impairment loss | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | 1,077,000 | 0 |
Investment in non-marketable equity security, total losses - HPO | ' | 1,885,000 | ' | ' | ' | ' | ' | ' | 1,885,000 | ' |
High Power Optoelectronics | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Results of Operations (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment loss on investment | ' | -1,900,000 | ' | ' | ' | ' | ' | ' | -1,885,000 | ' |
Quarterly Results of Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in non-marketable equity security, total losses - HPO | ' | 1,900,000 | ' | ' | ' | ' | ' | ' | 1,885,000 | ' |
Customer relationships | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Results of Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customer relationships, total losses | ' | 900,000 | ' | ' | ' | ' | ' | ' | 851,000 | ' |
China SemiLEDs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Results of Operations (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity in losses from unconsolidated entities, net | ' | ' | ' | ' | 8,700,000 | 2,100,000 | ' | ' | ' | ' |
Quarterly Results of Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss reported by China SemiLEDs | ' | ' | ' | ' | 8,700,000 | 2,100,000 | ' | ' | ' | ' |
Increase in bad debt expense | ' | ' | ' | ' | ' | ' | ' | ' | $7,000 | $1,405,000 |
Condensed_Parent_Company_Only_2
Condensed Parent Company Only Financial Statements (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
In Thousands, unless otherwise specified | |||
ASSETS | ' | ' | ' |
Cash and cash equivalents | $36,272 | $47,228 | $83,619 |
Prepaid expenses and other current assets | 1,080 | 1,130 | ' |
Intangible assets, net | 1,379 | 1,552 | ' |
Investments in unconsolidated entities | 2,275 | 1,821 | ' |
TOTAL ASSETS | 85,705 | 127,534 | ' |
LIABILITIES AND EQUITY | ' | ' | ' |
Accrued expenses and other current liabilities | 6,825 | 4,969 | ' |
Total equity | 66,516 | 107,818 | ' |
TOTAL LIABILITIES AND EQUITY | 85,705 | 127,534 | ' |
SemiLEDs | ' | ' | ' |
ASSETS | ' | ' | ' |
Cash and cash equivalents | 18,631 | 18,744 | 75,348 |
Prepaid expenses and other current assets | 1,030 | 3,367 | ' |
Intangible assets, net | 68 | 73 | ' |
Investments in subsidiaries | 46,264 | 87,509 | ' |
Investments in unconsolidated entities | 714 | 714 | ' |
TOTAL ASSETS | 66,707 | 110,407 | ' |
LIABILITIES AND EQUITY | ' | ' | ' |
Accrued expenses and other current liabilities | 191 | 2,589 | ' |
Total equity | 66,516 | 107,818 | ' |
TOTAL LIABILITIES AND EQUITY | $66,707 | $110,407 | ' |
Condensed_Parent_Company_Only_3
Condensed Parent Company Only Financial Statements (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Aug. 31, 2013 | 31-May-13 | Feb. 28, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Nov. 30, 2011 | Aug. 31, 2013 | Aug. 31, 2012 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | $11,377 | $14,300 |
Provision for litigation settlement (Note 7) | ' | ' | ' | ' | ' | 1,500 | ' | ' | ' | 1,500 |
Loss from operations | -17,684 | -9,802 | -7,007 | -8,174 | -16,164 | -7,982 | -5,790 | -6,416 | -42,667 | -36,352 |
Other income (expenses): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | 11 | 37 |
Total other expenses, net | ' | ' | ' | ' | ' | ' | ' | ' | -1,968 | -13,597 |
Net loss attributable to SemiLEDs stockholders | -17,857 | -10,953 | -5,991 | -8,923 | -24,619 | -10,003 | -7,114 | -7,721 | -43,724 | -49,457 |
SemiLEDs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 2,177 | 2,534 |
Provision for litigation settlement (Note 7) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500 |
Loss from operations | ' | ' | ' | ' | ' | ' | ' | ' | -2,177 | -4,034 |
Other income (expenses): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity in losses from unconsolidated entities, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | -13,426 |
Equity in losses from subsidiaries, net | ' | ' | ' | ' | ' | ' | ' | ' | -41,572 | -32,096 |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | 25 | 99 |
Total other expenses, net | ' | ' | ' | ' | ' | ' | ' | ' | -41,547 | -45,423 |
Net loss attributable to SemiLEDs stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ($43,724) | ($49,457) |
Condensed_Parent_Company_Only_4
Condensed Parent Company Only Financial Statements (Details 3) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Net cash provided by (used in): | ' | ' |
Operating activities | ($14,461) | ($15,771) |
Investing activities | 2,180 | -20,533 |
Financing activities | 1,024 | -181 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | -10,956 | -36,391 |
CASH AND CASH EQUIVALENTS-Beginning of year | 47,228 | 83,619 |
CASH AND CASH EQUIVALENTS-End of year | 36,272 | 47,228 |
SemiLEDs | ' | ' |
Net cash provided by (used in): | ' | ' |
Operating activities | -187 | -999 |
Investing activities | ' | -55,678 |
Financing activities | 74 | 73 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | -113 | -56,604 |
CASH AND CASH EQUIVALENTS-Beginning of year | 18,744 | 75,348 |
CASH AND CASH EQUIVALENTS-End of year | $18,631 | $18,744 |
Subsequent_Event_Details
Subsequent Event (Details) (Ning Xiang, USD $) | Aug. 31, 2011 | Nov. 30, 2013 | Oct. 31, 2013 |
In Millions, unless otherwise specified | Subsequent event | Subsequent event | |
Subsequent event | ' | ' | ' |
Ownership interest acquired (as a percent) | 51.00% | 21.00% | ' |
Cash consideration to acquire ownership interest | ' | $1 | ' |
Ownership interest (as a percent) | ' | 87.00% | 66.00% |
SCHEDULE_IIVALUATION_AND_QUALI1
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Aug. 31, 2012 |
Allowance for Doubtful Accounts | ' | ' |
Changes in Valuation and Qualifying Accounts | ' | ' |
Beginning balance | $1,982 | $1,339 |
Charged to expense | 1,071 | 1,405 |
Recovery of bad debt | -13 | -164 |
Write-downs charged against the allowance | ' | -553 |
Effect of exchange rate changes | -29 | -45 |
Ending balance | 3,011 | 1,982 |
Valuation Allowance for Deferred Tax Assets | ' | ' |
Changes in Valuation and Qualifying Accounts | ' | ' |
Beginning balance | 22,474 | 9,346 |
Charged to expense | 11,534 | 14,089 |
Effect of exchange rate changes | ' | -961 |
Ending balance | $34,008 | $22,474 |