Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2016 | Nov. 16, 2016 | Feb. 27, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | SemiLEDs Corp | ||
Entity Central Index Key | 1,333,822 | ||
Document Type | 10-K | ||
Document Period End Date | Aug. 31, 2016 | ||
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 | $ 4.2 | ||
Entity Common Stock, Shares Outstanding | 3,517,290 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 6,030 | $ 4,808 |
Accounts receivable (including related parties), net of allowance for doubtful accounts of $746 and $586 as of August 31, 2016 and 2015, respectively | 900 | 2,049 |
Inventories | 4,067 | 5,924 |
Prepaid expenses and other current assets | 640 | 891 |
Total current assets | 11,637 | 13,672 |
Property, plant and equipment, net | 8,813 | 20,779 |
Intangible assets, net | 44 | 1,353 |
Goodwill | 54 | |
Investments in unconsolidated entities | 1,368 | 2,014 |
Other assets | 373 | 648 |
TOTAL ASSETS | 22,235 | 38,520 |
CURRENT LIABILITIES: | ||
Current installments of long-term debt | 314 | 1,068 |
Accounts payable | 1,326 | 1,650 |
Advance receipt toward the convertible note | 500 | |
Accrued expenses and other current liabilities | 2,761 | 3,597 |
Total current liabilities | 4,901 | 6,315 |
Long-term debt, excluding current installments | 2,595 | 2,839 |
Other liability | 3,097 | |
Total liabilities | 10,593 | 9,154 |
Commitments and contingencies (Note 6) | ||
SemiLEDs stockholders' equity | ||
Common stock, $0.0000056 par value—75,000 shares authorized; 3,517 shares and 2,905 shares issued and outstanding as of August 31, 2016 and 2015, respectively | ||
Additional paid-in capital | 175,384 | 172,117 |
Accumulated other comprehensive income | 3,398 | 3,083 |
Accumulated deficit | (167,179) | (145,904) |
Total SemiLEDs stockholders' equity | 11,603 | 29,296 |
Noncontrolling interests | 39 | 70 |
Total equity | 11,642 | 29,366 |
TOTAL LIABILITIES AND EQUITY | $ 22,235 | $ 38,520 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Condensed Consolidated Balance Sheets | ||
Allowance for doubtful accounts | $ 746 | $ 586 |
Common stock, par value (in dollars per share) | $ 0.0000056 | $ 0.0000056 |
Common stock, shares authorized | 75,000 | 75,000 |
Common stock, shares issued | 3,517 | 2,905 |
Common stock, shares outstanding | 3,517 | 2,905 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Condensed Consolidated Statements of Operations | ||
Revenues, net | $ 10,140 | $ 14,124 |
Cost of revenues | 15,078 | 18,214 |
Gross loss | (4,938) | (4,090) |
Operating expenses: | ||
Research and development | 2,026 | 2,443 |
Selling, general and administrative | 4,767 | 6,986 |
Impairment of long-lived assets | 8,635 | |
Goodwill impairment | 55 | |
Employee termination benefits | 207 | |
Gain on disposals of long-lived assets, net | (23) | (221) |
Total operating expenses | 15,667 | 9,208 |
Loss from operations | (20,605) | (13,298) |
Other income (expenses): | ||
Impairment loss on investment | (597) | 0 |
Equity in loss from unconsolidated entities | (79) | (56) |
Interest expenses, net | (52) | (94) |
Other income, net | 85 | 119 |
Foreign currency transaction gain (loss), net | (56) | 12 |
Total other expenses, net | (699) | (19) |
Loss before income taxes | (21,304) | (13,317) |
Income tax expense | 1 | |
Net loss | (21,304) | (13,318) |
Less: Net loss attributable to noncontrolling interests | (29) | (44) |
Net loss attributable to SemiLEDs stockholders | $ (21,275) | $ (13,274) |
Net loss per share attributable to SemiLEDs stockholders: | ||
Basic and diluted (in dollars per share) | $ (7.25) | $ (4.62) |
Shares used in computing net loss per share attributable to SemiLEDs stockholders: | ||
Basic and diluted (in shares) | 2,934 | 2,871 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (21,304) | $ (13,318) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments, net of tax of $0 for both periods | 313 | (2,497) |
Comprehensive loss | (20,991) | (15,815) |
Comprehensive loss attributable to noncontrolling interests | (31) | (41) |
Comprehensive loss attributable to SemiLEDs stockholders | $ (20,960) | $ (15,774) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Foreign currency translation adjustments tax | $ 0 | $ 0 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Total SemiLEDs Stockholders' Equity | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Non-Controlling Interests | Total |
BALANCE at Aug. 31, 2014 | $ 43,906 | $ 170,953 | $ 5,583 | $ (132,630) | $ (14) | $ 43,892 | |
BALANCE (in shares) at Aug. 31, 2014 | 2,842 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of common stock under equity incentive plans (in shares) | 63 | ||||||
Stock-based compensation | 1,289 | 1,289 | 1,289 | ||||
Purchase of common shares in Ning Xiang from noncontrolling interests | (125) | (125) | 125 | ||||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | (2,500) | (2,500) | 3 | (2,497) | |||
Net loss | (13,274) | (13,274) | (44) | (13,318) | |||
BALANCE at Aug. 31, 2015 | 29,296 | 172,117 | 3,083 | (145,904) | 70 | 29,366 | |
BALANCE (in shares) at Aug. 31, 2015 | 2,905 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of common stock for private placement | 2,885 | 2,885 | 2,885 | ||||
Issuance of common stock for private placement (in shares) | 577 | ||||||
Issuance of common stock under equity incentive plans (in shares) | 35 | ||||||
Stock-based compensation | 382 | 382 | 382 | ||||
Comprehensive income (loss): | |||||||
Other comprehensive income (loss) | 315 | 315 | (2) | 313 | |||
Net loss | (21,275) | (21,275) | (29) | (21,304) | |||
BALANCE at Aug. 31, 2016 | $ 11,603 | $ 175,384 | $ 3,398 | $ (167,179) | $ 39 | $ 11,642 | |
BALANCE (in shares) at Aug. 31, 2016 | 3,517 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (21,304) | $ (13,318) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,526 | 4,969 |
Goodwill impairment | 55 | |
Impairment of long-lived assets | 8,635 | |
Impairment loss on investment | 597 | 0 |
Stock-based compensation expense | 382 | 1,289 |
Bad debt expense | 125 | 74 |
Provisions for inventory write-downs | 1,542 | 1,400 |
Gain on disposals of property, plant and equipment, net | (23) | (221) |
Equity in loss from unconsolidated entities | 79 | 56 |
Changes in: | ||
Accounts receivable, net | 1,042 | (165) |
Inventories | 380 | 1,430 |
Prepaid expenses and other | 281 | 531 |
Accounts payable | (85) | (624) |
Accrued expenses and other current liabilities | (671) | 54 |
Net cash used in operating activities | (3,439) | (4,525) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (821) | (1,574) |
Proceeds from sales of property, plant and equipment | 357 | 123 |
Payments for development of intangible assets | (54) | (49) |
Decrease in restricted cash | 334 | |
Other investing activities | (17) | 26 |
Net cash used in investing activities | (535) | (1,140) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (1,065) | (1,808) |
Proceeds from issuance of common stock | 2,885 | |
Other financing activities | 3,500 | |
Net cash provided by (used in) financing activities | 5,320 | (1,808) |
Effect of exchange rate changes on cash and cash equivalents | (124) | (368) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,222 | (7,841) |
CASH AND CASH EQUIVALENTS—Beginning of year | 4,808 | 12,649 |
CASH AND CASH EQUIVALENTS—End of year | 6,030 | 4,808 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 60 | 105 |
Cash paid for income taxes | 3 | 5 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrual related to property, plant and equipment | $ 257 | 522 |
Proceeds from sale of property, plant and equipment included in other current liabilities | $ 884 |
Business
Business | 12 Months Ended |
Aug. 31, 2016 | |
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 components, as well as LED chips and lighting products. LED components have become the most important part of its business. A portion of the Company’s business consists of the sale of contract manufactured LED products. The Company’s customers are concentrated in a few select markets, including Taiwan, the United States and China. As of August 31, 2016, SemiLEDs had six wholly owned subsidiaries and a 93% equity interest in Ning Xiang Technology Co., Ltd. (“Ning Xiang”). The most significant of these consolidated subsidiaries is SemiLEDs Optoelectronics Co., Ltd. (“Taiwan SemiLEDs”) located in Hsinchu, Taiwan where a portion of research, development, manufacturing and sales activities currently takes place and where a substantial portion of the assets is held and located. Taiwan SemiLEDs owns a 100% equity interest in Taiwan Bandaoti Zhaoming Co., Ltd., formerly known as Silicon Base Development, Inc., which is engaged in the research, development, manufacturing and a substantial portion of marketing and sale of LED components. SemiLEDs’ common stock began trading on the NASDAQ Global Select Market under the symbol “LEDS” on December 8, 2010 and was transferred to the NASDAQ Capital Market effective November 5, 2015 where it continues to trade under the same symbol. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2016 | |
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”). The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company's ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. The Company has suffered losses from operations of $20.6 million, $13.3 million and $24.8 million, gross losses on product sales of $4.9 million, $4.1 million and $11.3 million, and used net cash in operating activities of $3.4 million, $4.5 million and $15.7 million for the years ended August 31, 2016, 2015 and 2014, respectively. Although the Company’s cash and cash equivalents increased to $6.0 million as of August 31, 2016 due to the receipt of the $2.9 million proceeds from issuance of common stock through a private placement, net cash used in operating activities remains the primary factor driving the decrease in its cash position. These facts and conditions raise substantial doubt about the Company's ability to continue as a going concern. However, management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company's obligations as they become due for a reasonable period of time, and allow the development of its core business. · The Company entered into a definitive purchase agreement effective July 6, 2016 with Dr. Peter Chiou, which was assigned to Well Thrive Limited (“Well Thrive”) on August 4, 2016. Pursuant to the agreement, Well Thrive purchased 577 thousand newly issued shares of common stock of the Company for $2,885 thousand on August 23, 2016. Well Thrive has also agreed to subscribe to a $1,615 thousand SemiLEDs Corporation’s 0% interest convertible note (the “Note”) with a September 29, 2017 maturity date. Subject to shareholder approval at the Company’s next shareholders meeting, the Note will be convertible, at the Company’s option, into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) $1,615,000 by (y) the conversion price, which is equal to the lesser of $3.40 or the 5-trading day volume weighted average price of the common stock on the NASDAQ Stock Market ending on the maturity date. However, the issuance of the Note is currently pending subject to receipt of the entire Note proceeds. The Company has received a $500 thousand advance on the total $1,615 thousand Note amount as of August 31, 2016. The Company has recognized a related current liability in its consolidated balance sheet as of August 31, 2016. · The Company entered into an agreement in December 2015 with a strategic partner for the potential sale of the headquarters building located at Miao-Li, Taiwan. The total cash consideration for the sale is $5.2 million to be paid in three installments, of which the initial installment of $3 million was received on December 14, 2015 and $1.0 million is due on December 31, 2016 and the balance of $1.2 million is due on December 31, 2017. The sale is scheduled to be closed on December 31, 2017. At any time before December 31, 2017, the Company has the right to cancel the agreement or sell the building to any other third party, concurrently with the repayment of all the cash balance received along with interests payable to the buyer. Upon the completion of the sale on December 31, 2017, part of the proceeds will be paid to E.SUN Commercial Bank, as payment on the first and the second notes payable, which are secured by the building. This agreement has been accounted for as a secured financing arrangement as the Company retains the title, rights and benefits of ownership of the building. Consequently, the building has not been de-recognized as an asset from the Company’s consolidated balance sheet and a repayment obligation was recorded in other liability (long-term) when the cash was received. · Suppressing gross loss from chip sales by moving toward a fabless business model through an agreement with an ODM partner entered into on December 31, 2015. The Company is restructuring the chips manufacturing operation. The Company is exploring the opportunities to consign or sell certain equipment to the ODM partner. Part of its employees related to the Company’s chips manufacturing has transferred to the ODM partner. The Company also implemented certain workforce reductions with respect to its chips manufacturing operation. Following the restructuring, the Company has reduced payroll and minimized research and development activities associated with chips manufacturing operation. The Company expects the effects to be continued and is able to further reduce idle capacity charges. This partnership should help the Company obtain a steady source of LED chips with competitive and favorable price for its packaging business, expand the production capacity for LED components, and strengthen its product portfolio and technology. · Increasing sales of Automotive Projects in both China and India by cultivating relationships with automotive lighting developers that are outside the Company’s historical distribution channels. Maintaining the number of display models at automotive lighting facilities in order to provide dealers, communities and consumers with examples of newly designed product. · Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. In the second quarter of fiscal 2016, the Company’s module product moved from sampling stage to mass production and began shipment to customers. Steadily growth of the module product and the continued commercial sales of its UV LED product are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focused on product enhancement and developing its LED product into many other applications or devices. · Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, may decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility. · Raising additional cash through further equity offerings, sales of assets and/or issuance of debt as considered necessary and looking at other potential business opportunities. While the Company's management believes that the measures described in the above liquidity plan will be adequate to satisfy its liquidity requirements for the twelve months ending August 31, 2017, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These consolidated financial statements and financial statement schedule do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. 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 preparation of the Company’s consolidated financial statements on the basis that the Company will continue as a going concern, the collectibility of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock‑based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates. Certain Significant Risks and Uncertainties — The Company is subject to certain risks and uncertainties that could have a material and adverse effect on the Company’s future financial position or results of operations, which risks and uncertainties include, among others: it has incurred significant losses over the past few years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future. Concentration of Supply Risk — Some of the components and technologies used in the Company’s products are purchased and licensed from a limited number of sources and some of the Company’s products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company’s products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products or satisfy customers’ orders, which could adversely affect the Company’s business, financial position, results of operations and cash flows. Concentration of Credit Risk — Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company keeps its cash and cash equivalents in demand deposits with prominent banks of high credit quality and invests only in money market funds. Deposits held with banks may exceed the amount of insurance provided on such deposits. As of August 31, 2016 and 2015, cash and cash equivalents of the Company consisted of the following (in thousands): August 31, Cash and Cash Equivalents by Location 2016 2015 United States; Denominated in U.S. dollars $ $ Taiwan; Denominated in U.S. dollars Denominated in New Taiwan dollars Denominated in other currencies China (including Hong Kong); Denominated in U.S. dollars Denominated in Renminbi Denominated in H.K. dollars Total cash and cash equivalents $ $ 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, 2016 and 2015 consist of the following: August 31, Customers 2016 2015 Customer A % % Customer B % % The customers accounted for 10% or more of the Company’s total net revenues for the years ended August 31, 2016 and 2015, as follows (in thousands, except percentages): Years Ended August 31, 2016 2015 % of % of Customers Amount Revenues Amount Revenues Customer A $ % $ % Customer B % % Customer C — — % 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, 2016 and 2015, cash and cash equivalents of the Company consist of the following (in thousands): August 31, Cash and Cash Equivalents 2016 2015 Cash; Cash and demand deposits $ $ Cash equivalents; Money market funds Total cash and cash equivalents $ $ 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 1 to 10 years Leasehold improvements 2 to 15 years Other equipment 2 to 6 years Major Maintenance Activities — The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. Intangible Assets —Intangible assets consist of patents, trademarks and acquired technology. Intangible assets are initially recognized at their respective acquisition costs. All of the Company’s intangible assets have been determined to have finite useful lives and are, therefore, amortized using the straight‑line method over their estimated useful lives: Patents and trademarks 5 to 25 years Acquired technology 4 to 5 years Impairment of Long‑Lived Assets — Management evaluates the Company’s long‑lived assets, excluding goodwill, that consist of property, plant and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying amount of the asset over the estimated fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third‑party independent appraisers, as considered necessary. During the year ended August 31, 2016, the Company recognized total impairment charges of $8,635 thousand of which $7,433 thousand pertained to property, plant and equipment and $1,202 thousand pertained to intangible assets, see Notes 3 and 13 for further details. No impairment charge was recognized in the year ended August 31, 2015. 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, 2016, the Company recognized an other-than-temporary impairment loss of $597 thousand on its investments. See Note 4 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 estimates its income taxes in each of the jurisdictions in which it operates. The Company estimates actual current tax expense together with assessing temporary differences resulting from differing accounting treatment for items such as accruals and allowances that are not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities which are included in the Company’s consolidated balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s consolidated statements of operations become deductible expenses under applicable income tax laws or when operating loss or tax credit carryforwards are utilized. Accordingly, realization of the deferred tax assets is dependent on the Company’s ability to earn future taxable income against which these deductions, losses and credits can be utilized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applicable to the taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the Company’s deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period the change in the tax law was enacted. Management assesses the likelihood that the Company’s deferred tax assets will be recovered from future taxable income and, to the extent management believes that recovery is not more likely than not, a valuation allowance is established. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Stock‑based Compensation — Compensation costs related to employee stock options and restricted stock units are based on the fair value of the options and stock units on the date of grant, net of estimated forfeitures. The Company determines the grant date fair value of the options using the Black‑Scholes option‑pricing model. The related stock‑based compensation expense is generally recognized on a straight‑line basis over the period in which an employee is required to provide service in exchange for the options and stock units, or the vesting period of the respective options and stock units. Research and Development Costs — Research and development costs are expensed as incurred. Research and development costs are presented as a separate line item in the consolidated statements of operations. Advertising Costs — Advertising costs are expensed as incurred. Advertising costs totaled $22 thousand and $36 thousand for the years ended August 31, 2016 and 2015, 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 years ended August 31, 2016 and 2015, the Chief Executive Officer has been identified as the chief operating decision maker. The Company’s chief operating decision maker regularly reviews consolidated assets and consolidated operating results prepared under U.S. GAAP for the enterprise as a whole when making decisions about allocating resources and assessing performance of the Company. Consequently, management has determined that the Company does not have any operating segments as defined in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 280‑10‑50‑1, “Segment Reporting.” Shipping and Handling Costs — The Company includes costs from shipping and handling within cost of revenues in the period in which they are incurred. 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 were $125 thousand and $74 thousand during the years ended August 31, 2016 and 2015, 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 are classified in the consolidated statements of operations as part of consolidated net income (loss) and the accumulated amount of noncontrolling interests in the consolidated balance sheets as part of equity. Changes in ownership interest in a consolidated subsidiary that do not result in a loss of control are accounted for as an equity transaction. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings. In December 2014, SemiLEDs acquired an additional 6% of the outstanding shares of Ning Xiang, increasing its ownership interest from 87% to 93%. 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): Years Ended August 31, 2015 Net loss attributable to SemiLEDs stockholders $ Transfers to noncontrolling interests: Decrease in SemiLEDs additional paid in capital for purchase of common shares in Ning Xiang Change from net loss attributable to SemiLEDs stockholders and transfer to noncontrolling interests $ 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. Reclassifications — Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income or shareholders’ equity. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Aug. 31, 2016 | |
Balance Sheet Components | |
Balance Sheet Components | 3. BALANCE SHEET COMPONENTS Inventories Inventories as of August 31, 2016 and 2015 consist of the following (in thousands): August 31, 2016 2015 Raw materials $ $ Work in process Finished goods Total $ $ Inventory write‑downs to estimated net realizable values for the years ended August 31, 2016 and 2015 were $1,542 thousand and $1,400 thousand, respectively. Property, Plant and Equipment Property, plant and equipment as of August 31, 2016 and 2015 consist of the following (in thousands): August 31, 2016 2015 Buildings and improvements $ $ Machinery and equipment Leasehold improvements Other equipment Construction in progress Total property, plant and equipment Less: Accumulated depreciation and amortization Property, plant and equipment, net $ $ Depreciation expense was $5,288 thousand and $4,752 thousand for the years ended August 31, 2016 and 2015, respectively. The Company experienced a decline in revenues and negative gross margins during the year ended August 31, 2016, primarily due to longer than anticipated time for the transition toward the fabless business model, a continued slowdown in demand for the Company's LED products and pricing pressure from intense competition within the LED industry. During the fourth quarter of fiscal 2016, the ODM partner, which just recovered from a serious catastrophic event, expressed its interest on acquiring a portion of the equity of one of the Company’s subsidiaries. Although the discussion is in a preliminary stage, the management believes the evaluation will take time and may further delay the transition schedule, which caused the Company to update long-term financial forecasts, which reflected lower estimated near-term and longer-term revenues and profitability compared to estimates developed from prior years. 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 2016. 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. The Company determined that the fair value of the asset group exceeded its carrying value by $8,635 thousand. The fair value of the asset group was determined, with the assistance of a third party independent valuation, based on the present value of expected future net cash flows discounted at the weighted average cost of capital of 13.4%. The resulting impairment charge that was allocated to the property, plant and equipment of the asset group was $7,433 thousand for the year ended August 31, 2016. Property, plant and equipment pledged as collateral for the Company’s notes payable were $4.7 million and $7.1 million as of August 31, 2016 and 2015, respectively. Intangible Assets Intangible assets as of August 31, 2016 and 2015 consist of the following (in thousands): August 31, 2016 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ $ $ Acquired technology 5 — Total $ $ $ August 31, 2015 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 14 $ $ $ Acquired technology 5 Total $ $ $ Amortization expense was $238 thousand and $217 thousand for the years ended August 31, 2016 and 2015, respectively. In the fourth quarter of fiscal 2016, in conjunction with the asset group impairment test discussed further above, management determined the intangible assets of the Company's associated with the manufacture and sale of LED chips and LED components, which consists primarily of patents, trademarks and acquired technology are part of that asset group. The asset group impairment was also allocated to these intangible assets and consequently the Company recognized an impairment charge of $1,202 thousand during the year ended August 31, 2016 on these intangible assets. No impairment charge was recognized in the year ended August 31, 2015. The estimated future amortization expense for the Company’s intangible assets as of August 31, 2016 is as follows (in thousands): Years Ending August 31, Total 2017 $ 2018 2019 2020 2021 Thereafter Total $ Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of August 31, 2016 and 2015 consist of the following (in thousands): August 31, 2016 2015 Accrued compensation and benefits $ $ Accrued professional service fees Accrued business expenses Advance receipts Customer deposits Other (individually less than 5% of total accrued expenses and other current liabilities) Total $ $ |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 12 Months Ended |
Aug. 31, 2016 | |
Investments in Unconsolidated Entities | |
Investments in Unconsolidated Entities | 4. INVESTMENTS IN UNCONSOLIDATED ENTITIES The Company’s ownership interest and carrying amounts of investments in unconsolidated entities as of August 31, 2016 and 2015 consist of the following (in thousands, except percentages): August 31, 2016 August 31, 2015 Percentage Percentage Ownership Amount Ownership Amount Equity method investments: SILQ (Malaysia) Sdn. Bhd. (“SILQ”) % $ % $ Xurui Guangdian Co., Ltd. (“China SemiLEDs”) % — % — Cost method investments Various Various Total investments in unconsolidated entities $ $ There were no dividends received from unconsolidated entities through August 31, 2016. Equity Method Investments The Company and the other investor in SILQ, a joint venture in Malaysia which is engaged in the design, manufacture and sale of lighting fixtures and systems, each owned a 50% equity interest in SILQ in 2009. In January 2014, the Company participated in SILQ’s capital increase and contributed $76 thousand. Following the capital increase, the Company’s equity interest in SILQ was diluted from 50% to 49%, and consequently, the Company recognized a gain on dilution of its investment of $26 thousand. The dilution gain was recognized as additional paid in capital in the consolidated statement of changes in equity. In April 2014, the Company sold part of its equity interest in SILQ to the other investor for a cash consideration of $114 thousand and recognized a gain on sale of investment of $37 thousand. The gain was reported in the consolidated statements of operations in equity in losses from unconsolidated entities. Upon consummation of the sale, the Company’s equity interest in SILQ was reduced from 49% to 33%. The Company subsequently invested $130 thousand in SILQ’s capital increase in April 2014 and its equity interest remains unchanged. SILQ applied for dissolution in May 2016 and was in the process of being dissolved as of August 31, 2016. The carrying amount of the Company's investment in SILQ was reduced to its proportionate share of the net realizable value reported by SILQ. The Company still owns a 49% equity interest in China SemiLEDs. However, this investment has a carrying amount of zero as a result of a previously recognized impairment. Cost Method Investments In the fourth quarter of fiscal 2016, management reviewed the operating performance and financial condition of the investees based on their latest available financial statements or other publicly available information or the investees’ plan of liquidation. 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 investees and the prospect for recovery in the near term, and recognized an other-than-temporary impairment loss of $317 thousand and $280 thousand on its investments in LumenMax and Nanoteco respectively for the year ended August 31, 2016. No other-than-temporary impairment charge was recognized in the year ended August 31, 2015. 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. |
Indebtedness
Indebtedness | 12 Months Ended |
Aug. 31, 2016 | |
Indebtedness | |
Indebtedness | 5. INDEBTEDNESS Long‑term Debt Long‑term debt as of August 31, 2016 and 2015 consist of the following loans with a bank (in thousands): August 31, 2016 2015 First note payable $ $ Second note payable Third note payable — Total long-term debt Less: Current installments Total long-term debt, excluding current installments $ $ The long‑term notes in the table above carry variable interest rates, which ranged from 1.62% to 2.0% per annum as of August 31, 2016 and 2015, 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 $13 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 $17 thousand over the 15‑year term of the note with final payment to occur in December 2025. 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, 2016 consist of the following (in thousands): Scheduled Principal Years Ending August 31, Payments 2017 $ 2018 2019 2020 2021 Thereafter Total $ |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 6. 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 including cancellable and noncancellable and which expire at various dates between February 2018 and December 2020. As of August 31, 2016 and 2015, the Company maintained outstanding deposits for these leases in the amount of $83 thousand and $87 thousand, respectively, which are included other long‑term assets in the accompanying consolidated balance sheets. Lease expense related to these operating leases was $462 thousand and $545 thousand for the years ended August 31, 2016 and 2015, respectively. Lease expense is recognized on a straight‑line basis over the term of the lease. The aggregate future noncancellable minimum rental payments for the Company’s operating leases as of August 31, 2016 consist of the following (in thousands): Operating Years Ending August 31, Leases 2017 $ 2018 2019 2020 2021 Thereafter — Total $ Purchase Obligations — The Company had purchase commitments for inventory, property, plant and equipment in the amount of $1.5 million and $2.6 million as of August 31, 2016 and 2015, respectively. Litigation — The Company is directly or indirectly involved from time to time in various claims or legal proceedings arising in the ordinary course of business. The Company recognizes a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in assessing both the likelihood of an unfavorable outcome and whether the amount of loss, if any, can be reasonably estimated. As of August 31, 2016, there was no pending or threatened litigation that could have a material impact on the Company’s financial position, results of operations or cash flows. |
Common Stock
Common Stock | 12 Months Ended |
Aug. 31, 2016 | |
Common Stock. | |
Common Stock | 7. COMMON STOCK Reverse Stock Split — On April 15, 2016, the Company amended its certificate of incorporation to effect a one-for-ten (1:10) reverse stock split. This reverse stock split became effective as of the close of business on April 15, 2016. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of issued and outstanding shares of common stock by the ratio. Accordingly, the issued and outstanding shares, stock options disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split. On August 23, 2016, SemiLEDs issued 577 thousand shares of common stock at a price of $5.00 per share, resulting in net cash proceeds of $2,885 thousand, in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Aug. 31, 2016 | |
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. In April 2014, SemiLEDs’ stockholders approved an amendment to the 2010 Plan that increases the number of shares authorized for issuance under the plan by an additional 250 thousand shares. Prior to SemiLEDs’ initial public offering, the Company had another stock‑based compensation plan (the “2005 Plan”), but awards are made from the 2010 Plan after the initial public offering. Options outstanding under the 2005 Plan continue to be governed by its existing terms. A total of 635 thousand was reserved for issuance under the 2005 Plan and 2010 Plan as of both August 31, 2016 and 2015. As of August 31, 2016 and 2015, there were 353 thousand and 388 thousand shares of common stock available for future issuance under the equity incentive plans. In April 2016, SemiLEDs granted 8 thousand restricted stock units to its directors that vest 100% on the earlier of April 12, 2017 and the date of the next annual meeting. The grant‑date fair value of the restricted stock units was $3.4 per unit. During fiscal 2015, SemiLEDs granted 10 thousand restricted stock units to the Company’s executives and employees. These stock units vest over four years at a rate of 25% on each anniversary of the vesting start date. The grant-date fair value of stock units was equal to the closing price of the common stock on the date of grant. In addition, in May 2015, SemiLEDs granted 5 thousand restricted stock units to its directors that vested 100% on April 12, 2016. The grant-date fair value of the restricted stock units was $8.20 per unit. Each restricted stock unit represents the contingent right to one share of SemiLEDs’ common stock. Stock‑based Compensation Expense The total stock-based compensation expense consists of stock-based compensation expense for stock options and restricted stock units granted to employees, directors, nonemployees and also includes stock options to purchase SemiLEDs’ common stock as part of an employment agreement related to the Company’s acquisition of SBDI (later on renamed as TSLC Corporation). A summary of the stock-based compensation expense for the years ended August 31, 2016 and 2015 are as follows (in thousands): Years Ended August 31, 2016 2015 Cost of revenues $ $ Research and development Selling, general and administrative $ $ 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, 2016 and 2015, as the Company recorded a full valuation allowance on net deferred tax assets as of August 31, 2016 and 2015. Stock Options Awards The grant date fair value of stock options is determined using the Black‑Scholes option‑pricing model. The Black‑Scholes option‑pricing model requires inputs including the market price of SemiLEDs’ common stock on the date of grant, the term that the stock options are expected to be outstanding, the implied stock volatilities of several of the Company’s publicly‑traded peers over the expected term of stock options, risk‑free interest rate and expected dividend. The expected term is derived from historical data on employee exercises and post‑vesting employment termination behavior after taking into account the contractual life of the award. The risk‑free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the related options. The expected dividend has been zero for the Company’s option grants as SemiLEDs has never paid dividends and does not expect to pay dividends for the foreseeable future. Each of these inputs is subjective and generally requires significant judgment to determine. A summary of the option activity and changes for the years ended August 31, 2016 and 2015 is presented below: Weighted- Weighted- Average Number of Average Remaining Aggregate Stock Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value (In thousands) (In thousands) Outstanding—September 1, 2014 $ $ Granted — — Forfeited Exercised — — Outstanding—August 31, 2015 $ $ — Granted — — Forfeited Exercised — — Outstanding—August 31, 2016 $ $ Vested and expected to vest—August 31, 2016 $ $ Exercisable—August 31, 2016 $ $ As of August 31, 2016 and 2015, unrecognized compensation costs related to unvested stock options were nil. Restricted Stock Units Awards The grant date fair value of stock units is based upon the market price of SemiLEDs’ common stock on the date of the grant. This fair value is amortized to compensation expense over the vesting term. A summary of the restricted stock unit awards outstanding and changes for the years ended August 31, 2016 and 2015 is presented below: Weighted- Number of Average Stock Units Grant Date Outstanding Fair Value (In thousands) Outstanding—September 1, 2014 $ Granted Vested Forfeited Outstanding—August 31, 2015 $ Granted Vested Forfeited Outstanding—August 31, 2016 $ As of August 31, 2016 and 2015, unrecognized compensation cost related to unvested restricted stock unit awards of $0.3 million and $1.0 million, respectively, is expected to be recognized over a weighted average period of 1.35 years and 1.8 years, respectively, and will be adjusted for subsequent changes in estimated forfeitures. |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 12 Months Ended |
Aug. 31, 2016 | |
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, 2016 2015 Stock units and stock options to purchase common stock 28 55 |
Income Taxes
Income Taxes | 12 Months Ended |
Aug. 31, 2016 | |
Income Taxes | |
Income Taxes | 10. INCOME TAXES The Company’s loss before income taxes is primarily derived from the operations in Taiwan and income tax expense 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 a 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, 2016 and 2015 consist of the following (in thousands): Years Ended August 31, 2016 2015 U.S. operations $ $ Foreign operations Loss before income taxes $ $ All the income tax expense is foreign current tax expense for the year ended August 31, 2015. 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, 2016 and 2015 as a result of the following (in thousands): Years Ended August 31, 2016 2015 Computed “expected” income tax benefit $ $ Foreign tax rate differential Valuation allowance Other Income tax expense $ — $ Net deferred tax assets (liabilities) as of August 31, 2016 and 2015 consist of the following (in thousands): August 31, 2016 2015 Deferred tax assets: Inventories, primarily due to inventory obsolescence and lower of cost or market provisions $ $ Allowance for doubtful accounts Accruals and other Property, plant and equipment Stock-based compensation Investments in unconsolidated entities Net operating loss carryforwards Net operating loss carryforwards-undistributed earnings tax Total gross deferred tax assets Less: Valuation allowance Deferred tax assets, net of valuation allowance $ — $ — A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and operating loss carryforwards utilizable. Management considers the scheduled reversal of deferred tax liabilities, carryback availability, projected future income, and tax-planning strategies in making this assessment. The Company established full valuation allowances to offset all of its deferred tax assets due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. As of August 31, 2016, unused net operating loss carryforwards were as follows (in thousands): August 31, Expiration 2016 Year U.S. federal net operating loss carryforwards $ 2025-2036 Foreign net operating loss carryforwards (expiring over the next 5 years) 2017-2021 Foreign net operating loss carryforwards (expiring in more than 5 years) 2022-2026 Foreign net operating loss carryforwards (indefinite life) — Total unused net operating loss carryforwards $ Unrecognized Tax Benefits As of both August 31, 2016 and 2015, the Company had no unrecognized tax benefits. The Company files income tax returns in the United States federal and certain foreign jurisdictions. The tax years 2005 through 2015 remain open in most jurisdictions, and previously filed in various U.S. states. Below is a summary of open tax years by major tax jurisdiction: Open Tax Year U.S. federal 2005-2015 U.S. state 2005-2014 Foreign—Taiwan 2013-2015 The Company is not currently under examination by income tax authorities in any federal, state or foreign jurisdictions. The Company does not expect that the total amount of unrecognized tax benefits will change significantly within the next 12 months. |
Employee Termination Benefits
Employee Termination Benefits | 12 Months Ended |
Aug. 31, 2016 | |
Employee Termination Benefits | |
Employee Termination Benefits | 11. EMPLOYEE TERMINATION BENEFITS In December 2015, the Company announced a restructuring plan with respect to its chips manufacturing operation in order to better align its fabless business model. Under the restructuring plan, the Company implemented certain workforce reductions with respect to its chips manufacturing operation. In the second quarter of fiscal 2016, part of its employees related to the Company’s chips manufacturing transferred to their ODM partner. The Company also reduced the workforce at chips manufacturing operations that are no longer required to support production and operations. Accordingly, employee termination benefits of $207 thousand for 66 employees, or approximately 29 percent of the workforce, was recognized during the year ended August 31, 2016. |
Product and Geographic Informat
Product and Geographic Information | 12 Months Ended |
Aug. 31, 2016 | |
Product and Geographic Information | |
Product and Geographic Information | 12. PRODUCT AND GEOGRAPHIC INFORMATION Revenues by products for the years ended August 31, 2016 and 2015 are as follows (in thousands): Years Ended August 31, 2016 2015 LED chips $ $ LED components Lighting products Other (1) Total $ $ (1) Other includes primarily revenues attributable to the sale of epitaxial wafers, scraps and raw materials and the provision of services. Revenues by geography are based on the billing address of the customer. The following table sets forth revenues by geographic area for the years ended August 31, 2016 and 2015 (in thousands): Years Ended August 31, 2016 2015 United States $ $ China Hong Kong Taiwan Netherlands Germany Mexico Other (individually less than 5% of total net revenues) Total $ $ 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, 2016 | |
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, 2016 and 2015 (in thousands): August 31, 2016 August 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Financial assets: Cash and cash equivalents $ $ $ $ Receivables (including related parties) Other assets (non-derivatives) Financial liabilities: Payables (including related parties) $ $ $ $ Long-term debt (including current installments) The fair values of the financial instruments shown in the above table as of August 31, 2016 and 2015 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, 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, 2016 (in thousands): Quoted prices in active Significant markets for other Significant identical observable unobservable Fair assets inputs inputs Total value (Level 1) (Level 2) (Level 3) losses Long-lived assets $ $ — $ — $ $ Goodwill — — — — Investment in non-marketable equity security—Nanoteco and LumenMax — — Total $ $ — $ — $ $ The asset group associated with the manufacture and sale of LED chips and LED components with a carrying amount of $18.3 million at August 31, 2016 was written down to its fair value of $9.7 million, resulting in an impairment charge of $8,635 thousand on property, plant and equipment and intangible assets for the year ended August 31, 2016. Management determined the fair value of the asset group based on the present value of expected future net cash flows discounted at the weighted average cost of capital of 13.4%. 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 of the asset group. An impairment loss on the Company's investment in Nanoteco and LumenMax was recognized based on the excess of the carrying amount over the estimated recoverable value. The recoverable 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 financial report and the investee's plan of liquidation proposed in September 2016. Management believes the estimated recoverable value reflected the exit price from a market participant's perspective at August 31, 2016. The following table presents the long-lived assets (property, plant and equipment and intangible assets) that were measured at relative fair value on a nonrecurring basis as of August 31, 2016 (in thousands): Quoted prices in active Significant markets for other Significant identical observable unobservable Fair assets inputs inputs Total value (Level 1) (Level 2) (Level 3) losses Property, plant and equipment $ $ — $ — $ $ Intangible assets — — Total $ $ — $ — $ $ Property, plant and equipment with a carrying amount of $16.1 million was written down to its relative fair value of $8.7 million, resulting in an impairment charge of $7.4 million for the year ended August 31, 2016. Intangible assets with a carrying amount of $1.2 million was written down to its relative fair value of $44 thousand, resulting in an impairment charge of $1.2 million for the year ended August 31, 2016. Management determined the fair value of the asset group based on the present value of estimated future net cash flows discounted at the weighted average cost of capital of 13.4%. 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. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Aug. 31, 2016 | |
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, 2016 and 2015 (in thousands, except per share data): Three Months Ended November 30, February 29, May 31, August 31, Fiscal 2015 2016 2016 2016 (1) 2016 Revenues, net $ $ $ $ $ Cost of revenues Gross loss Operating expenses Loss from operations Net loss attributable to SemiLEDs stockholders $ $ $ $ $ Net loss per share attributable to SemiLEDs stockholders, basic and diluted $ $ $ $ $ (1) Results for the fourth quarter of fiscal 2016 include impairment charges of $9,287 thousand of which $7,433 thousand pertained to property, plant and equipment, $1,202 thousand pertained to intangible assets, $55 thousand pertained to goodwill and $597 thousand pertained to cost method investments. Three Months Ended November 30, February 28, May 31, August 31, Fiscal 2014 2015 2015 2015 2015 Revenues, net $ $ $ $ $ Cost of revenues Gross loss Operating expenses Loss from operations Net loss attributable to SemiLEDs stockholders $ $ $ $ $ Net loss per share attributable to SemiLEDs stockholders, basic and diluted $ $ $ $ $ |
Condensed Parent Company Only F
Condensed Parent Company Only Financial Statements | 12 Months Ended |
Aug. 31, 2016 | |
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 2016 2015 ASSETS Cash and cash equivalents $ $ Prepaid expenses and other current assets Total current assets Intangible assets, net Investments in subsidiaries Investments in unconsolidated entities TOTAL ASSETS $ $ LIABILITIES AND EQUITY Advance receipt toward the convertible note $ $ — Accrued expenses and other current liabilities Total current liabilities Total equity TOTAL LIABILITIES AND EQUITY $ $ SemiLEDs had no contingencies, long‑term obligations and guarantees as of August 31, 2016 or August 31, 2015. Years Ended August 31, Condensed Statements of Operations 2016 2015 Operating expenses: Selling, general and administrative $ $ Loss from operations Other income (expenses): Impairment loss on investment — Equity in losses from subsidiaries, net Interest income Other expenses, net Total other expenses, net Net loss $ $ Years Ended August 31, Condensed Statements of Cash Flows 2016 2015 Net cash provided by (used in): Operating activities $ $ Investing activities Financing activities — Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year $ $ |
Subsequent Event
Subsequent Event | 12 Months Ended |
Aug. 31, 2016 | |
Subsequent Events. | |
Subsequent Events | 16. SUBSEQUENT EVENT The Company entered into a definitive common stock purchase agreement effective December 18, 2014 (the “Agreement”) with Mr. Xiaoqing Han, the Chairman and CEO of Beijing Xiaoqing Environmental Protection Group. The transaction has not closed due to Mr. Han’s difficulty in transferring funds from China. To date, the Company has only received approximately $261 thousand of the $5 million purchase price. Pursuant to the terms of the Agreement, if Mr. Han did not purchase the shares before February 25, 2015, then he is required, upon written request by the Company, to pay the Company $3 million in liquidated damages plus the legal fees incurred by the Company relating to the sale. In October 2016, the Company executed a settlement agreement with Mr. Han with respect to the Company's complaint against Mr. Han. Pursuant to the settlement agreement, Mr. Han is required to pay the Company $200 thousand by November 30, 2016, and the Company agreed to dismiss its claim for any further liquidated damages. This gain will be recognized when the cash is received. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Aug. 31, 2016 | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | SEMILEDS CORPORATION SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Years Ended August 31, 2016 2015 (In thousands) Allowance for Doubtful Accounts (Including Related Parties): Beginning balance $ $ Charged to bad debt expense Write-downs charged against the allowance — Effect of exchange rate changes Ending balance $ $ Years Ended August 31, 2016 2015 (In thousands) Valuation Allowance for Deferred Tax Assets: Beginning balance $ $ Charged to income tax expense Net operating loss carryforward expired — Effect of exchange rate changes Ending balance $ $ |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Aug. 31, 2016 | |
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”). The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company's ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. The Company has suffered losses from operations of $20.6 million, $13.3 million and $24.8 million, gross losses on product sales of $4.9 million, $4.1 million and $11.3 million, and used net cash in operating activities of $3.4 million, $4.5 million and $15.7 million for the years ended August 31, 2016, 2015 and 2014, respectively. Although the Company’s cash and cash equivalents increased to $6.0 million as of August 31, 2016 due to the receipt of the $2.9 million proceeds from issuance of common stock through a private placement, net cash used in operating activities remains the primary factor driving the decrease in its cash position. These facts and conditions raise substantial doubt about the Company's ability to continue as a going concern. However, management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company's obligations as they become due for a reasonable period of time, and allow the development of its core business. · The Company entered into a definitive purchase agreement effective July 6, 2016 with Dr. Peter Chiou, which was assigned to Well Thrive Limited (“Well Thrive”) on August 4, 2016. Pursuant to the agreement, Well Thrive purchased 577 thousand newly issued shares of common stock of the Company for $2,885 thousand on August 23, 2016. Well Thrive has also agreed to subscribe to a $1,615 thousand SemiLEDs Corporation’s 0% interest convertible note (the “Note”) with a September 29, 2017 maturity date. Subject to shareholder approval at the Company’s next shareholders meeting, the Note will be convertible, at the Company’s option, into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) $1,615,000 by (y) the conversion price, which is equal to the lesser of $3.40 or the 5-trading day volume weighted average price of the common stock on the NASDAQ Stock Market ending on the maturity date. However, the issuance of the Note is currently pending subject to receipt of the entire Note proceeds. The Company has received a $500 thousand advance on the total $1,615 thousand Note amount as of August 31, 2016. The Company has recognized a related current liability in its consolidated balance sheet as of August 31, 2016. · The Company entered into an agreement in December 2015 with a strategic partner for the potential sale of the headquarters building located at Miao-Li, Taiwan. The total cash consideration for the sale is $5.2 million to be paid in three installments, of which the initial installment of $3 million was received on December 14, 2015 and $1.0 million is due on December 31, 2016 and the balance of $1.2 million is due on December 31, 2017. The sale is scheduled to be closed on December 31, 2017. At any time before December 31, 2017, the Company has the right to cancel the agreement or sell the building to any other third party, concurrently with the repayment of all the cash balance received along with interests payable to the buyer. Upon the completion of the sale on December 31, 2017, part of the proceeds will be paid to E.SUN Commercial Bank, as payment on the first and the second notes payable, which are secured by the building. This agreement has been accounted for as a secured financing arrangement as the Company retains the title, rights and benefits of ownership of the building. Consequently, the building has not been de-recognized as an asset from the Company’s consolidated balance sheet and a repayment obligation was recorded in other liability (long-term) when the cash was received. · Suppressing gross loss from chip sales by moving toward a fabless business model through an agreement with an ODM partner entered into on December 31, 2015. The Company is restructuring the chips manufacturing operation. The Company is exploring the opportunities to consign or sell certain equipment to the ODM partner. Part of its employees related to the Company’s chips manufacturing has transferred to the ODM partner. The Company also implemented certain workforce reductions with respect to its chips manufacturing operation. Following the restructuring, the Company has reduced payroll and minimized research and development activities associated with chips manufacturing operation. The Company expects the effects to be continued and is able to further reduce idle capacity charges. This partnership should help the Company obtain a steady source of LED chips with competitive and favorable price for its packaging business, expand the production capacity for LED components, and strengthen its product portfolio and technology. · Increasing sales of Automotive Projects in both China and India by cultivating relationships with automotive lighting developers that are outside the Company’s historical distribution channels. Maintaining the number of display models at automotive lighting facilities in order to provide dealers, communities and consumers with examples of newly designed product. · Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. In the second quarter of fiscal 2016, the Company’s module product moved from sampling stage to mass production and began shipment to customers. Steadily growth of the module product and the continued commercial sales of its UV LED product are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focused on product enhancement and developing its LED product into many other applications or devices. · Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, may decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility. · Raising additional cash through further equity offerings, sales of assets and/or issuance of debt as considered necessary and looking at other potential business opportunities. While the Company's management believes that the measures described in the above liquidity plan will be adequate to satisfy its liquidity requirements for the twelve months ending August 31, 2017, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These consolidated financial statements and financial statement schedule do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. |
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 preparation of the Company’s consolidated financial statements on the basis that the Company will continue as a going concern, the collectibility of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock‑based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates. |
Certain Significant Risks and Uncertainties | Certain Significant Risks and Uncertainties — The Company is subject to certain risks and uncertainties that could have a material and adverse effect on the Company’s future financial position or results of operations, which risks and uncertainties include, among others: it has incurred significant losses over the past few years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future. |
Concentration of Supply Risk | Concentration of Supply Risk — Some of the components and technologies used in the Company’s products are purchased and licensed from a limited number of sources and some of the Company’s products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company’s products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products or satisfy customers’ orders, which could adversely affect the Company’s business, financial position, results of operations and cash flows. |
Concentration of Credit Risk | Concentration of Credit Risk — Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company keeps its cash and cash equivalents in demand deposits with prominent banks of high credit quality and invests only in money market funds. Deposits held with banks may exceed the amount of insurance provided on such deposits. As of August 31, 2016 and 2015, cash and cash equivalents of the Company consisted of the following (in thousands): August 31, Cash and Cash Equivalents by Location 2016 2015 United States; Denominated in U.S. dollars $ $ Taiwan; Denominated in U.S. dollars Denominated in New Taiwan dollars Denominated in other currencies China (including Hong Kong); Denominated in U.S. dollars Denominated in Renminbi Denominated in H.K. dollars Total cash and cash equivalents $ $ 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, 2016 and 2015 consist of the following: August 31, Customers 2016 2015 Customer A % % Customer B % % The customers accounted for 10% or more of the Company’s total net revenues for the years ended August 31, 2016 and 2015, as follows (in thousands, except percentages): Years Ended August 31, 2016 2015 % of % of Customers Amount Revenues Amount Revenues Customer A $ % $ % Customer B % % Customer C — — % |
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, 2016 and 2015, cash and cash equivalents of the Company consist of the following (in thousands): August 31, Cash and Cash Equivalents 2016 2015 Cash; Cash and demand deposits $ $ Cash equivalents; Money market funds Total cash and cash equivalents $ $ |
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 1 to 10 years Leasehold improvements 2 to 15 years Other equipment 2 to 6 years |
Major Maintenance Activities | Major Maintenance Activities — The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. |
Intangible Assets | Intangible Assets —Intangible assets consist of patents, trademarks and acquired technology. Intangible assets are initially recognized at their respective acquisition costs. All of the Company’s intangible assets have been determined to have finite useful lives and are, therefore, amortized using the straight‑line method over their estimated useful lives: Patents and trademarks 5 to 25 years Acquired technology 4 to 5 years |
Impairment of Long-Lived Assets | Impairment of Long‑Lived Assets — Management evaluates the Company’s long‑lived assets, excluding goodwill, that consist of property, plant and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying amount of the asset over the estimated fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third‑party independent appraisers, as considered necessary. During the year ended August 31, 2016, the Company recognized total impairment charges of $8,635 thousand of which $7,433 thousand pertained to property, plant and equipment and $1,202 thousand pertained to intangible assets, see Notes 3 and 13 for further details. No impairment charge was recognized in the year ended August 31, 2015. |
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, 2016, the Company recognized an other-than-temporary impairment loss of $597 thousand on its investments. See Note 4 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 estimates its income taxes in each of the jurisdictions in which it operates. The Company estimates actual current tax expense together with assessing temporary differences resulting from differing accounting treatment for items such as accruals and allowances that are not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities which are included in the Company’s consolidated balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s consolidated statements of operations become deductible expenses under applicable income tax laws or when operating loss or tax credit carryforwards are utilized. Accordingly, realization of the deferred tax assets is dependent on the Company’s ability to earn future taxable income against which these deductions, losses and credits can be utilized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applicable to the taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the Company’s deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period the change in the tax law was enacted. Management assesses the likelihood that the Company’s deferred tax assets will be recovered from future taxable income and, to the extent management believes that recovery is not more likely than not, a valuation allowance is established. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Stock-based Compensation | Stock‑based Compensation — Compensation costs related to employee stock options and restricted stock units are based on the fair value of the options and stock units on the date of grant, net of estimated forfeitures. The Company determines the grant date fair value of the options using the Black‑Scholes option‑pricing model. The related stock‑based compensation expense is generally recognized on a straight‑line basis over the period in which an employee is required to provide service in exchange for the options and stock units, or the vesting period of the respective options and stock units. |
Research and Development Costs | Research and Development Costs — Research and development costs are expensed as incurred. Research and development costs are presented as a separate line item in the consolidated statements of operations. |
Advertising Costs | Advertising Costs — Advertising costs are expensed as incurred. Advertising costs totaled $22 thousand and $36 thousand for the years ended August 31, 2016 and 2015, 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 years ended August 31, 2016 and 2015, the Chief Executive Officer has been identified as the chief operating decision maker. The Company’s chief operating decision maker regularly reviews consolidated assets and consolidated operating results prepared under U.S. GAAP for the enterprise as a whole when making decisions about allocating resources and assessing performance of the Company. Consequently, management has determined that the Company does not have any operating segments as defined in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 280‑10‑50‑1, “Segment Reporting.” |
Shipping and Handling Costs | 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 were $125 thousand and $74 thousand during the years ended August 31, 2016 and 2015, 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 are classified in the consolidated statements of operations as part of consolidated net income (loss) and the accumulated amount of noncontrolling interests in the consolidated balance sheets as part of equity. Changes in ownership interest in a consolidated subsidiary that do not result in a loss of control are accounted for as an equity transaction. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings. In December 2014, SemiLEDs acquired an additional 6% of the outstanding shares of Ning Xiang, increasing its ownership interest from 87% to 93%. 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): Years Ended August 31, 2015 Net loss attributable to SemiLEDs stockholders $ Transfers to noncontrolling interests: Decrease in SemiLEDs additional paid in capital for purchase of common shares in Ning Xiang Change from net loss attributable to SemiLEDs stockholders and transfer to noncontrolling interests $ |
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. |
Reclassifications | Reclassifications — Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income or shareholders’ equity. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Schedule of cash and cash equivalents by location | As of August 31, 2016 and 2015, cash and cash equivalents of the Company consisted of the following (in thousands): August 31, Cash and Cash Equivalents by Location 2016 2015 United States; Denominated in U.S. dollars $ $ Taiwan; Denominated in U.S. dollars Denominated in New Taiwan dollars Denominated in other currencies China (including Hong Kong); Denominated in U.S. dollars Denominated in Renminbi Denominated in H.K. dollars Total cash and cash equivalents $ $ |
Schedule of cash and cash equivalents | As of August 31, 2016 and 2015, cash and cash equivalents of the Company consist of the following (in thousands): August 31, Cash and Cash Equivalents 2016 2015 Cash; Cash and demand deposits $ $ Cash equivalents; Money market funds Total cash and cash equivalents $ $ |
Schedule of estimated useful lives of property, plant and equipment | Buildings and improvements 5 to 20 years Machinery and equipment 1 to 10 years Leasehold improvements 2 to 15 years Other equipment 2 to 6 years |
Schedule of estimated useful lives of finite-lived intangible assets | Patents and trademarks 5 to 25 years Acquired technology 4 to 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): Years Ended August 31, 2015 Net loss attributable to SemiLEDs stockholders $ Transfers to noncontrolling interests: Decrease in SemiLEDs additional paid in capital for purchase of common shares in Ning Xiang Change from net loss attributable to SemiLEDs stockholders and transfer to noncontrolling interests $ |
Accounts receivable | Customer concentration | |
Schedule of customers accounting for 10% or more | August 31, Customers 2016 2015 Customer A % % Customer B % % |
Revenues | Customer concentration | |
Schedule of customers accounting for 10% or more | The customers accounted for 10% or more of the Company’s total net revenues for the years ended August 31, 2016 and 2015, as follows (in thousands, except percentages): Years Ended August 31, 2016 2015 % of % of Customers Amount Revenues Amount Revenues Customer A $ % $ % Customer B % % Customer C — — % |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Balance Sheet Components | |
Schedule of inventories | Inventories as of August 31, 2016 and 2015 consist of the following (in thousands): August 31, 2016 2015 Raw materials $ $ Work in process Finished goods Total $ $ |
Schedule of property, plant and equipment | Property, plant and equipment as of August 31, 2016 and 2015 consist of the following (in thousands): August 31, 2016 2015 Buildings and improvements $ $ Machinery and equipment Leasehold improvements Other equipment Construction in progress Total property, plant and equipment Less: Accumulated depreciation and amortization Property, plant and equipment, net $ $ |
Schedule of intangible assets | August 31, 2016 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ $ $ Acquired technology 5 — Total $ $ $ August 31, 2015 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 14 $ $ $ Acquired technology 5 Total $ $ $ |
Schedule of estimated amortization expense of intangible assets | The estimated future amortization expense for the Company’s intangible assets as of August 31, 2016 is as follows (in thousands): Years Ending August 31, Total 2017 $ 2018 2019 2020 2021 Thereafter Total $ |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities as of August 31, 2016 and 2015 consist of the following (in thousands): August 31, 2016 2015 Accrued compensation and benefits $ $ Accrued professional service fees Accrued business expenses Advance receipts Customer deposits Other (individually less than 5% of total accrued expenses and other current liabilities) Total $ $ |
Investments in Unconsolidated29
Investments in Unconsolidated Entities (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
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, 2016 and 2015 consist of the following (in thousands, except percentages): August 31, 2016 August 31, 2015 Percentage Percentage Ownership Amount Ownership Amount Equity method investments: SILQ (Malaysia) Sdn. Bhd. (“SILQ”) % $ % $ Xurui Guangdian Co., Ltd. (“China SemiLEDs”) % — % — Cost method investments Various Various Total investments in unconsolidated entities $ $ |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Indebtedness | |
Schedule of long-term debt | Long‑term debt as of August 31, 2016 and 2015 consist of the following loans with a bank (in thousands): August 31, 2016 2015 First note payable $ $ Second note payable Third note payable — Total long-term debt Less: Current installments Total long-term debt, excluding current installments $ $ |
Schedule of principal payments for the long-term debt | The scheduled principal payments for the Company’s long‑term debt as of August 31, 2016 consist of the following (in thousands): Scheduled Principal Years Ending August 31, Payments 2017 $ 2018 2019 2020 2021 Thereafter Total $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
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, 2016 consist of the following (in thousands): Operating Years Ending August 31, Leases 2017 $ 2018 2019 2020 2021 Thereafter — Total $ |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Stock-based Compensation | |
Summary of the option activity and changes | Weighted- Weighted- Average Number of Average Remaining Aggregate Stock Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value (In thousands) (In thousands) Outstanding—September 1, 2014 $ $ Granted — — Forfeited Exercised — — Outstanding—August 31, 2015 $ $ — Granted — — Forfeited Exercised — — Outstanding—August 31, 2016 $ $ Vested and expected to vest—August 31, 2016 $ $ Exercisable—August 31, 2016 $ $ |
Summary of the restricted stock unit awards outstanding and changes | Weighted- Number of Average Stock Units Grant Date Outstanding Fair Value (In thousands) Outstanding—September 1, 2014 $ Granted Vested Forfeited Outstanding—August 31, 2015 $ Granted Vested Forfeited Outstanding—August 31, 2016 $ |
Employees, directors and nonemployees | |
Stock-based Compensation | |
Summary of the stock-based compensation expense | A summary of the stock-based compensation expense for the years ended August 31, 2016 and 2015 are as follows (in thousands): Years Ended August 31, 2016 2015 Cost of revenues $ $ Research and development Selling, general and administrative $ $ |
Net Loss Per Share of Common 33
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
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, 2016 2015 Stock units and stock options to purchase common stock 28 55 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Income Taxes | |
Schedule of loss before income taxes | The Company’s loss before income taxes for the years ended August 31, 2016 and 2015 consist of the following (in thousands): Years Ended August 31, 2016 2015 U.S. operations $ $ Foreign operations Loss before income taxes $ $ |
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, 2016 and 2015 as a result of the following (in thousands): Years Ended August 31, 2016 2015 Computed “expected” income tax benefit $ $ Foreign tax rate differential Valuation allowance Other Income tax expense $ — $ |
Schedule of net deferred tax assets (liabilities) | Net deferred tax assets (liabilities) as of August 31, 2016 and 2015 consist of the following (in thousands): August 31, 2016 2015 Deferred tax assets: Inventories, primarily due to inventory obsolescence and lower of cost or market provisions $ $ Allowance for doubtful accounts Accruals and other Property, plant and equipment Stock-based compensation Investments in unconsolidated entities Net operating loss carryforwards Net operating loss carryforwards-undistributed earnings tax Total gross deferred tax assets Less: Valuation allowance Deferred tax assets, net of valuation allowance $ — $ — |
Schedule of unused net operating loss carryforwards and income tax credits | As of August 31, 2016, unused net operating loss carryforwards were as follows (in thousands): August 31, Expiration 2016 Year U.S. federal net operating loss carryforwards $ 2025-2036 Foreign net operating loss carryforwards (expiring over the next 5 years) 2017-2021 Foreign net operating loss carryforwards (expiring in more than 5 years) 2022-2026 Foreign net operating loss carryforwards (indefinite life) — Total unused net operating loss carryforwards $ |
Summary of open tax years by major tax jurisdiction | Open Tax Year U.S. federal 2005-2015 U.S. state 2005-2014 Foreign—Taiwan 2013-2015 |
Product and Geographic Inform35
Product and Geographic Information (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Product and Geographic Information | |
Schedule of revenues by products | Revenues by products for the years ended August 31, 2016 and 2015 are as follows (in thousands): Years Ended August 31, 2016 2015 LED chips $ $ LED components Lighting products Other (1) Total $ $ (1) Other includes primarily revenues attributable to the sale of epitaxial wafers, scraps and raw materials and the provision of services. |
Schedule of revenues by geographic area | Revenues by geography are based on the billing address of the customer. The following table sets forth revenues by geographic area for the years ended August 31, 2016 and 2015 (in thousands): Years Ended August 31, 2016 2015 United States $ $ China Hong Kong Taiwan Netherlands Germany Mexico Other (individually less than 5% of total net revenues) Total $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
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, 2016 and 2015 (in thousands): August 31, 2016 August 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Financial assets: Cash and cash equivalents $ $ $ $ Receivables (including related parties) Other assets (non-derivatives) Financial liabilities: Payables (including related parties) $ $ $ $ Long-term debt (including current installments) |
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, 2016 (in thousands): Quoted prices in active Significant markets for other Significant identical observable unobservable Fair assets inputs inputs Total value (Level 1) (Level 2) (Level 3) losses Long-lived assets $ $ — $ — $ $ Goodwill — — — — Investment in non-marketable equity security—Nanoteco and LumenMax — — Total $ $ — $ — $ $ |
Schedule of long-lived assets that were measured at fair value on a nonrecurring basis | The following table presents the long-lived assets (property, plant and equipment and intangible assets) that were measured at relative fair value on a nonrecurring basis as of August 31, 2016 (in thousands): Quoted prices in active Significant markets for other Significant identical observable unobservable Fair assets inputs inputs Total value (Level 1) (Level 2) (Level 3) losses Property, plant and equipment $ $ — $ — $ $ Intangible assets — — Total $ $ — $ — $ $ |
Quarterly Results of Operatio37
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
Quarterly Results of Operations (Unaudited) | |
Schedule of quarterly statement of operations | Three Months Ended November 30, February 29, May 31, August 31, Fiscal 2015 2016 2016 2016 (1) 2016 Revenues, net $ $ $ $ $ Cost of revenues Gross loss Operating expenses Loss from operations Net loss attributable to SemiLEDs stockholders $ $ $ $ $ Net loss per share attributable to SemiLEDs stockholders, basic and diluted $ $ $ $ $ (1) Results for the fourth quarter of fiscal 2016 include impairment charges of $9,287 thousand of which $7,433 thousand pertained to property, plant and equipment, $1,202 thousand pertained to intangible assets, $55 thousand pertained to goodwill and $597 thousand pertained to cost method investments. Three Months Ended November 30, February 28, May 31, August 31, Fiscal 2014 2015 2015 2015 2015 Revenues, net $ $ $ $ $ Cost of revenues Gross loss Operating expenses Loss from operations Net loss attributable to SemiLEDs stockholders $ $ $ $ $ Net loss per share attributable to SemiLEDs stockholders, basic and diluted $ $ $ $ $ |
Condensed Parent Company Only38
Condensed Parent Company Only Financial Statements (Tables) | 12 Months Ended |
Aug. 31, 2016 | |
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 2016 2015 ASSETS Cash and cash equivalents $ $ Prepaid expenses and other current assets Total current assets Intangible assets, net Investments in subsidiaries Investments in unconsolidated entities TOTAL ASSETS $ $ LIABILITIES AND EQUITY Advance receipt toward the convertible note $ $ — Accrued expenses and other current liabilities Total current liabilities Total equity TOTAL LIABILITIES AND EQUITY $ $ |
Schedule of condensed parent company only statement of operations | Years Ended August 31, Condensed Statements of Operations 2016 2015 Operating expenses: Selling, general and administrative $ $ Loss from operations Other income (expenses): Impairment loss on investment — Equity in losses from subsidiaries, net Interest income Other expenses, net Total other expenses, net Net loss $ $ |
Schedule of condensed parent company only statements of cash flows | Years Ended August 31, Condensed Statements of Cash Flows 2016 2015 Net cash provided by (used in): Operating activities $ $ Investing activities Financing activities — Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year $ $ |
Business (Details)
Business (Details) - subsidiary | Aug. 31, 2016 | Dec. 31, 2014 | Nov. 30, 2014 |
Business | |||
Number of wholly owned subsidiaries | 6 | ||
Ning Xiang | |||
Business | |||
Ownership interest acquired (as a percent) | 6.00% | ||
Ownership interest (as a percent) | 93.00% | 93.00% | 87.00% |
Taiwan SemiLEDs | Taiwan Bandaoti Zhaoming Co., Ltd. | |||
Business | |||
Ownership interest (as a percent) | 100.00% |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Basis of Presentation and Use of Estimates (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Aug. 23, 2016USD ($)shares | Aug. 04, 2016USD ($)$ / shares | Dec. 10, 2015USD ($)item | Aug. 31, 2016USD ($)$ / shares | May 31, 2016USD ($)$ / shares | Feb. 29, 2016USD ($)$ / shares | Nov. 30, 2015USD ($)$ / shares | Aug. 31, 2015USD ($)$ / shares | May 31, 2015USD ($)$ / shares | Feb. 28, 2015USD ($)$ / shares | Nov. 30, 2014USD ($)$ / shares | Aug. 31, 2016USD ($)$ / shares | Aug. 31, 2015USD ($)$ / shares | Aug. 31, 2014USD ($) | Dec. 31, 2015USD ($) |
Losses from operations | $ 11,562 | $ 3,141 | $ 2,770 | $ 3,132 | $ 2,930 | $ 3,074 | $ 2,852 | $ 4,442 | $ 20,605 | $ 13,298 | $ 24,800 | ||||
Gross losses on product sales | 1,249 | $ 1,450 | $ 795 | $ 1,444 | 1,037 | $ 859 | $ 651 | $ 1,543 | 4,938 | 4,090 | 11,300 | ||||
Net cash used in operating activities | 3,439 | 4,525 | 15,700 | ||||||||||||
Cash and cash equivalents | 6,030 | $ 4,808 | 6,030 | 4,808 | $ 12,649 | ||||||||||
Proceeds from issuance of common stock | $ 2,885 | 2,885 | |||||||||||||
Newly issued shares of common stock | 2,885 | ||||||||||||||
Issuance of debt | $ 1,615 | 1,615 | |||||||||||||
Proceeds from Issuance of Debt | 500 | ||||||||||||||
Interest rate of convertible note | 0.00% | ||||||||||||||
Total consideration of sale price of Taiwan headquarters building | $ 5,200 | ||||||||||||||
Number of installments | item | 3 | ||||||||||||||
Receipt from initial installment of cash consideration for the sale of its headquarters building | $ 3,000 | ||||||||||||||
Second installment | $ 1,000 | ||||||||||||||
Third installment | $ 1,200 | ||||||||||||||
Depreciation expense | 5,288 | 4,752 | |||||||||||||
Net loss | $ (21,304) | $ (13,318) | |||||||||||||
Basic and diluted earnings per share | $ / shares | $ (4.07) | $ (1.11) | $ (0.87) | $ (1.14) | $ (1.03) | $ (1.10) | $ (1.02) | $ (1.52) | $ (7.25) | $ (4.62) | |||||
Well Thrive | |||||||||||||||
Newly issued shares of common stock (in shares) | shares | 577 | ||||||||||||||
Newly issued shares of common stock | $ 2,885 | ||||||||||||||
Threshold consecutive trading days | 5 days | ||||||||||||||
Issuance of debt | $ 1,615 | ||||||||||||||
Conversion price of convertible note | $ / shares | $ 3.40 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 3.40 | ||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 5 days |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Concentration of Credit Risk | |||||||||||
Cash and cash equivalents | $ 6,030 | $ 4,808 | $ 6,030 | $ 4,808 | $ 12,649 | ||||||
Revenues, net | 1,883 | $ 2,378 | $ 2,916 | $ 2,963 | 3,122 | $ 3,508 | $ 4,566 | $ 2,928 | $ 10,140 | $ 14,124 | |
Revenues | Customer concentration | Customer A | |||||||||||
Concentration of Credit Risk | |||||||||||
Concentration risk (as a percent) | 23.00% | 21.00% | |||||||||
Revenues, net | $ 2,334 | $ 2,923 | |||||||||
Revenues | Customer concentration | Customer B | |||||||||||
Concentration of Credit Risk | |||||||||||
Concentration risk (as a percent) | 11.00% | 5.00% | |||||||||
Revenues, net | $ 1,100 | $ 749 | |||||||||
Revenues | Customer concentration | Customer C | |||||||||||
Concentration of Credit Risk | |||||||||||
Concentration risk (as a percent) | 11.00% | ||||||||||
Revenues, net | $ 1,544 | ||||||||||
Accounts receivable | Customer concentration | Customer A | |||||||||||
Concentration of Credit Risk | |||||||||||
Concentration risk (as a percent) | 37.00% | 35.00% | |||||||||
Accounts receivable | Customer concentration | Customer B | |||||||||||
Concentration of Credit Risk | |||||||||||
Concentration risk (as a percent) | 24.00% | 9.00% | |||||||||
United States | |||||||||||
Concentration of Credit Risk | |||||||||||
Revenues, net | $ 4,157 | $ 5,420 | |||||||||
United States | U.S. Dollars | |||||||||||
Concentration of Credit Risk | |||||||||||
Cash and cash equivalents | 945 | 887 | 945 | 887 | |||||||
Taiwan | |||||||||||
Concentration of Credit Risk | |||||||||||
Revenues, net | 1,190 | 3,131 | |||||||||
Taiwan | U.S. Dollars | |||||||||||
Concentration of Credit Risk | |||||||||||
Cash and cash equivalents | 3,580 | 1,716 | 3,580 | 1,716 | |||||||
Taiwan | New Taiwan Dollars | |||||||||||
Concentration of Credit Risk | |||||||||||
Cash and cash equivalents | 738 | 1,067 | 738 | 1,067 | |||||||
Taiwan | Other currencies | |||||||||||
Concentration of Credit Risk | |||||||||||
Cash and cash equivalents | 481 | 344 | 481 | 344 | |||||||
China (including Hong Kong) | U.S. Dollars | |||||||||||
Concentration of Credit Risk | |||||||||||
Cash and cash equivalents | 8 | 262 | 8 | 262 | |||||||
China (including Hong Kong) | Renminbi | |||||||||||
Concentration of Credit Risk | |||||||||||
Cash and cash equivalents | 277 | 531 | 277 | 531 | |||||||
China (including Hong Kong) | H.K. dollars | |||||||||||
Concentration of Credit Risk | |||||||||||
Cash and cash equivalents | $ 1 | $ 1 | $ 1 | $ 1 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 |
Cash and Cash Equivalents | |||
Total cash and cash equivalents | $ 6,030 | $ 4,808 | $ 12,649 |
Cash and demand deposits | |||
Cash and Cash Equivalents | |||
Total cash and cash equivalents | 6,013 | 4,790 | |
Money market funds | |||
Cash and Cash Equivalents | |||
Total cash and cash equivalents | $ 17 | $ 18 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Aug. 31, 2016 | |
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 | 1 year |
Machinery and equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 10 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 15 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 Accoun44
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Patents and trademarks | ||
Intangible Assets | ||
Estimated useful lives | 14 years | |
Patents and trademarks | Minimum | ||
Intangible Assets | ||
Estimated useful lives | 5 years | |
Patents and trademarks | Maximum | ||
Intangible Assets | ||
Estimated useful lives | 25 years | |
Acquired technology | ||
Intangible Assets | ||
Estimated useful lives | 5 years | |
Acquired technology | Minimum | ||
Intangible Assets | ||
Estimated useful lives | 4 years | |
Acquired technology | Maximum | ||
Intangible Assets | ||
Estimated useful lives | 5 years |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Impairment of Long-lived Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment of long-lived assets | $ 8,635,000 | ||
Impairment of intangibles | $ 1,202,000 | 1,202,000 | $ 0 |
Property, plant and equipment | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment of long-lived assets | $ 7,433,000 | $ 7,433,000 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Others (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | |
Summary of Significant Accounting Policies | |||
Impairment loss on investment | $ 597 | $ 597 | $ 0 |
Advertising Costs | |||
Advertising costs incurred | 22 | $ 36 | |
Revenues Recognition | |||
Minimum warranty period | 3 months | ||
Maximum warranty period | 2 years | ||
Accounts Receivable | |||
Bad debt expense | $ 125 | $ 74 |
Summary Significant Accounting
Summary Significant Accounting Policies - Nontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2016 | Aug. 31, 2015 | Dec. 31, 2014 | |
Noncontrolling Interests | |||||||||||
Net loss attributable to SemiLEDs stockholders | $ (12,171) | $ (3,253) | $ (2,539) | $ (3,312) | $ (3,000) | $ (3,041) | $ (2,902) | $ (4,331) | $ (21,275) | $ (13,274) | |
Transfers to noncontrolling interests: | |||||||||||
Change from net loss attributable to SemiLEDs stockholders and transfer to noncontrolling interests | (13,399) | ||||||||||
Ning Xiang | |||||||||||
Noncontrolling Interests | |||||||||||
Ownership interest acquired (as a percent) | 6.00% | ||||||||||
Ownership interest (as a percent) | 93.00% | 87.00% | 93.00% | 93.00% | |||||||
Transfers to noncontrolling interests: | |||||||||||
Decrease in SemiLEDs additional paid in capital for purchase of common shares in Ning Xiang | $ (125) |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Balance Sheet Components | ||
Raw materials | $ 1,400 | $ 1,857 |
Work in process | 700 | 793 |
Finished goods | 1,967 | 3,274 |
Total | 4,067 | 5,924 |
Inventory write-downs | $ 1,542 | $ 1,400 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2016USD ($)subsidiary | Aug. 31, 2016USD ($) | Aug. 31, 2015USD ($) | |
Property, Plant and Equipment | |||
Total property, plant and equipment | $ 57,110 | $ 57,110 | $ 63,069 |
Less: Accumulated depreciation and amortization | (48,297) | (48,297) | (42,290) |
Property, plant and equipment, net | $ 8,813 | 8,813 | 20,779 |
Depreciation expense | 5,288 | 4,752 | |
Number of subsidiaries investor expressed interest on acquiring a portion of the equity | subsidiary | 1 | ||
Impairment of long-lived assets | $ 8,635 | ||
Weighted average cost of capital (as a percent) | 13.40% | ||
Property, plant and equipment | |||
Property, Plant and Equipment | |||
Impairment of long-lived assets | $ 7,433 | $ 7,433 | |
Long-term notes | |||
Property, Plant and Equipment | |||
Property, plant and equipment pledged as collateral for notes payable and lines of credit | 4,700 | 4,700 | 7,100 |
Buildings and improvements | |||
Property, Plant and Equipment | |||
Total property, plant and equipment | 12,822 | 12,822 | 13,833 |
Machinery and equipment | |||
Property, Plant and Equipment | |||
Total property, plant and equipment | 41,065 | 41,065 | 43,661 |
Leasehold improvements | |||
Property, Plant and Equipment | |||
Total property, plant and equipment | 213 | 213 | 474 |
Other equipment | |||
Property, Plant and Equipment | |||
Total property, plant and equipment | 2,198 | 2,198 | 3,683 |
Construction in progress | |||
Property, Plant and Equipment | |||
Total property, plant and equipment | $ 812 | $ 812 | $ 1,418 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | |
Intangible Assets | |||
Gross Carrying Amount | $ 966,000 | $ 966,000 | $ 2,052,000 |
Accumulated Amortization | 922,000 | 922,000 | 699,000 |
Total | 44,000 | 44,000 | 1,353,000 |
Amortization expense recognized | 238,000 | 217,000 | |
Impairment of intangibles | 1,202,000 | 1,202,000 | 0 |
Estimated amortization expense for intangible assets | |||
2,017 | 4,000 | 4,000 | |
2,018 | 4,000 | 4,000 | |
2,019 | 4,000 | 4,000 | |
2,020 | 4,000 | 4,000 | |
2,021 | 4,000 | 4,000 | |
Thereafter | 24,000 | 24,000 | |
SemiLEDs | |||
Intangible Assets | |||
Total | 2,000 | $ 2,000 | 56,000 |
Patents and trademarks | |||
Intangible Assets | |||
Weighted Average Amortization Period (Years) | 15 years | ||
Gross Carrying Amount | 487,000 | $ 487,000 | 1,390,000 |
Accumulated Amortization | 443,000 | 443,000 | 333,000 |
Total | 44,000 | $ 44,000 | 1,057,000 |
Acquired technology | |||
Intangible Assets | |||
Weighted Average Amortization Period (Years) | 5 years | ||
Gross Carrying Amount | 479,000 | $ 479,000 | 662,000 |
Accumulated Amortization | $ 479,000 | $ 479,000 | 366,000 |
Total | $ 296,000 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Accrued compensation and benefits | $ 1,283 | $ 1,505 |
Accrued professional service fees | 319 | 387 |
Accrued business expenses | 300 | 319 |
Advance receipts | 250 | 256 |
Customer deposits | 245 | 239 |
Other (individually less than 5% of total accrued expenses and other current liabilities) | 364 | 891 |
Total | $ 2,761 | 3,597 |
Maximum percentage of total accrued expenses and other current liabilities | 5.00% | |
SemiLEDs | ||
Total | $ 267 | $ 452 |
Investments in Unconsolidated52
Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2014 | Jan. 31, 2014 | Aug. 31, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2009 | |
Investments in unconsolidated entities | ||||||
Cost method investments | $ 1,318 | $ 1,318 | $ 1,885 | |||
Total investments in unconsolidated entities | 1,368 | 1,368 | 2,014 | |||
Dividend received from unconsolidated entities | 0 | |||||
Impairment loss on investment | $ 597 | $ 597 | $ 0 | |||
SILQ (Malaysia) Sdn. Bhd. (“SILQ”) | ||||||
Investments in unconsolidated entities | ||||||
Percentage ownership | 33.00% | 49.00% | 33.00% | 33.00% | 33.00% | 50.00% |
Equity method investments | $ 50 | $ 50 | $ 129 | |||
Payment for investments | $ 76 | |||||
Dilution gain on equity method investment | $ 26 | |||||
Cash consideration from sale of the investment | $ 114 | |||||
Gain on sale of investment | 37 | |||||
Amount invested in capital increase | $ 130 | |||||
Xurui Guangdian Co., Ltd. (“China SemiLEDs”) | ||||||
Investments in unconsolidated entities | ||||||
Percentage ownership | 49.00% | 49.00% | 49.00% | |||
Equity method investments | $ 0 | $ 0 | ||||
LumenMax | ||||||
Investments in unconsolidated entities | ||||||
Impairment loss on investment | 317 | |||||
Nanoteco | ||||||
Investments in unconsolidated entities | ||||||
Impairment loss on investment | $ 280 |
Indebtedness (Details)
Indebtedness (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Long-term Debt | ||
Total long-term debt | $ 2,909 | $ 3,907 |
Less: Current installments | (314) | (1,068) |
Long-term debt, excluding current installments | 2,595 | 2,839 |
Scheduled Principal Payments | ||
2,017 | 314 | |
2,018 | 319 | |
2,019 | 324 | |
2,020 | 330 | |
2,021 | 335 | |
Thereafter | 1,287 | |
Total long-term debt | $ 2,909 | $ 3,907 |
Long-term notes | Minimum | ||
Long-term Debt | ||
Variable interest rates (as a percent) | 1.62% | |
Long-term notes | Maximum | ||
Long-term Debt | ||
Variable interest rates (as a percent) | 2.00% | |
First note payable | ||
Long-term Debt | ||
Total long-term debt | $ 1,105 | $ 1,207 |
Required monthly payments of principal and interest | $ 13 | |
Maturity term | 15 years | |
Scheduled Principal Payments | ||
Total long-term debt | $ 1,105 | 1,207 |
Second note payable | ||
Long-term Debt | ||
Total long-term debt | 1,804 | 1,933 |
Scheduled Principal Payments | ||
Total long-term debt | 1,804 | 1,933 |
Third note payable | ||
Long-term Debt | ||
Total long-term debt | 767 | |
Scheduled Principal Payments | ||
Total long-term debt | $ 767 | |
Fourth note payable | ||
Long-term Debt | ||
Required monthly payments of principal and interest | $ 17 | |
Maturity term | 15 years |
Commitments and Contingencies54
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Aug. 23, 2016 | Dec. 18, 2014 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | Feb. 25, 2015 |
Operating lease agreements | ||||||
Outstanding deposits maintained for noncancellable operating leases | $ 87 | $ 83 | $ 87 | |||
Lease expense related to operating leases | 462 | 545 | ||||
Loss Contingency | ||||||
Amount received from sale of common stock | $ 2,885 | 2,885 | ||||
Future noncancellable minimum rental payments | ||||||
2,017 | 487 | |||||
2,018 | 289 | |||||
2,019 | 120 | |||||
2,020 | 102 | |||||
2,021 | 34 | |||||
Total | 1,032 | |||||
Purchase Obligations | ||||||
Purchase commitments for inventory, property, plant and equipment | 2,600 | $ 1,500 | $ 2,600 | |||
Xiaoqing Han. | ||||||
Loss Contingency | ||||||
Amount received from sale of common stock | $ 261 | |||||
Purchase price as per agreement | $ 5,000 | |||||
Liquidating damages owed to entity if buyer does not purchase common stock | $ 3,000 |
Common Stock (Details)
Common Stock (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Aug. 23, 2016USD ($)$ / sharesshares | Apr. 15, 2016 | Aug. 31, 2016USD ($) |
Reverse stock split ratio | 0.10 | ||
Proceeds from Issuance of Common Stock | $ | $ 2,885 | $ 2,885 | |
Private placement | |||
Common stock sold (in shares) | shares | 577 | ||
Price per share (dollar per share) | $ / shares | $ 5 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2016$ / sharesshares | May 31, 2015$ / sharesshares | Apr. 30, 2014shares | Aug. 31, 2016USD ($)item$ / sharesshares | Aug. 31, 2015USD ($)$ / sharesshares | |
Stock-based Compensation | |||||
Number of share-based compensation plans | item | 1 | ||||
Additional number of shares authorized for issuance | 250,000 | ||||
Shares of common stock reserved for issuance | 635,000 | 635,000 | |||
Stock-based compensation expense | $ | $ 382 | $ 1,289 | |||
Stock-based compensation tax benefit recognized | $ | $ 0 | $ 0 | |||
Common Stock | |||||
Stock-based Compensation | |||||
Common stock available for future issuance (in shares) | 353,000 | 388,000 | |||
Restricted stock unit | |||||
Stock-based Compensation | |||||
Stock units granted (in shares) | 8,000 | 15,000 | |||
Stock units vested (in shares) | 35,000 | 62,000 | |||
Grant-date fair value (in dollars per share) | $ / shares | $ 3.40 | $ 7.85 | |||
Employee Stock Option | |||||
Stock-based Compensation | |||||
Estimated forfeiture rate (as a percent) | 0.00% | ||||
Employee Stock Option | Maximum | |||||
Stock-based Compensation | |||||
Vesting period | 1 year | ||||
Employees, directors and nonemployees | Cost of revenues | |||||
Stock-based Compensation | |||||
Stock-based compensation expense | $ | $ 91 | $ 285 | |||
Employees, directors and nonemployees | Research and development | |||||
Stock-based Compensation | |||||
Stock-based compensation expense | $ | 40 | 149 | |||
Employees, directors and nonemployees | Selling, general and administrative | |||||
Stock-based Compensation | |||||
Stock-based compensation expense | $ | $ 251 | $ 855 | |||
Executives and employees | Restricted stock unit | |||||
Stock-based Compensation | |||||
Stock units granted (in shares) | 10,000 | ||||
Vesting period | 4 years | ||||
Vesting percentage on each anniversary of the vesting start date of awards granted | 25.00% | ||||
Directors | Restricted stock unit | |||||
Stock-based Compensation | |||||
Stock units granted (in shares) | 8,000 | 5,000 | |||
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) | $ / shares | $ 3.40 | $ 8.20 | |||
Number of shares of common stock for which contingent right is established by restricted stock unit (in shares) | 1 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Options Awards (Details) - Employee Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Number of Stock Options Outstanding | |||
Outstanding at the beginning of the period (in shares) | 22 | 32 | |
Forfeited (in shares) | (8) | (10) | |
Outstanding at the end of the period (in shares) | 14 | 22 | 32 |
Vested and expected to vest at the end of the period (in shares) | 14 | ||
Exercisable at the end of the period (in shares) | 14 | ||
Weighted-Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 107.14 | $ 94.62 | |
Forfeited (in dollars per share) | 106.69 | 65.66 | |
Outstanding at the end of the period (in dollars per share) | 107.40 | $ 107.14 | $ 94.62 |
Vested and expected to vest at the end of the period (in dollars per share) | 107.40 | ||
Exercisable at the end of the period (in dollars per share) | $ 107.40 | ||
Weighted-Average Remaining Contractual Life | |||
Outstanding balance | 3 years 7 months 6 days | 4 years 1 month 6 days | 4 years 6 months |
Vested and expected to vest at the end of the period | 3 years 7 months 6 days | ||
Exercisable at the end of the period | 3 years 7 months 6 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the beginning of the period | $ 8 | ||
Outstanding at the end of the period | $ 1 | $ 8 | |
Vested and expected to vest at the end of the period | 1 | ||
Exercisable at the end of the period | 1 | ||
Additional information on stock options | |||
Unrecognized compensation cost related to unvested stock options | $ 0 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units Awards (Details) - Restricted stock unit - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Number of Stock Units Outstanding | ||
Outstanding at the beginning of the period (in shares) | 119 | 176 |
Granted (in shares) | 8 | 15 |
Vested (in shares) | (35) | (62) |
Forfeited (in shares) | (30) | (10) |
Outstanding at the end of the period (in shares) | 62 | 119 |
Weighted-Average Grant Date Fair Value | ||
Outstanding at the beginning of the period (in dollars per share) | $ 12.68 | $ 16.72 |
Granted (in dollars per share) | 3.40 | 7.85 |
Vested (in dollars per share) | 16.61 | 22.79 |
Forfeited (in dollars per share) | 11.75 | 15.20 |
Outstanding at the end of the period (in dollars per share) | $ 9.83 | $ 12.68 |
Additional information on stock units awards | ||
Unrecognized compensation cost related to unvested restricted stock unit awards | $ 0.3 | $ 1 |
Weighted-average remaining period over which expense will be recognized | 1 year 4 months 6 days | 1 year 9 months 18 days |
Net Loss Per Share of Common 59
Net Loss Per Share of Common Stock (Details) - shares shares in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
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) | 28 | 55 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
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 | $ (973) | $ (770) |
Foreign operations | (20,331) | (12,547) |
Loss before income taxes | (21,304) | (13,317) |
Unrecognized tax benefits | $ 0 | $ 0 |
Reconciliation of income tax expense | ||
U.S. federal income tax rate (as a percent) | 34.00% | 34.00% |
Computed "expected" income tax benefit | $ (7,243) | $ (4,528) |
Foreign tax rate differential | 2,078 | 1,432 |
Valuation allowance | 5,097 | 3,125 |
Other | 68 | (28) |
Total income tax expense | 1 | |
Deferred tax assets: | ||
Inventories, primarily due to inventory obsolescence and lower of cost or market provisions | 1,659 | 1,346 |
Allowance for doubtful accounts | 155 | 428 |
Accruals and other | 196 | 123 |
Property, plant and equipment | 4,126 | 2,627 |
Stock-based compensation | 609 | 617 |
Investments in unconsolidated entities | 5,560 | 5,587 |
Net operating loss carryforwards | 21,396 | 19,086 |
Net operating loss carryforwards-undistributed earnings tax | 9,679 | 7,662 |
Total gross deferred tax assets | 43,380 | 37,476 |
Less: Valuation allowance | $ (43,380) | $ (37,476) |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards and Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Operating Loss Carryforwards [Line Items] | ||
Total unused net operating loss carryforwards | $ 221,567 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits | 0 | $ 0 |
U.S. Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 11,578 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 107,540 | |
Net operating loss carryforwards (expiring over the next 5 years) | 8,018 | |
Net operating loss carryforwards (expiring in more than 5 years) | $ 94,431 |
Employee Termination Benefits (
Employee Termination Benefits (Details) $ in Thousands | 12 Months Ended |
Aug. 31, 2016USD ($)employee | |
Employee Termination Benefits | |
Employee termination benefits | $ | $ 207 |
Number of employees | employee | 66 |
Percentage of workforce as compared to number of employees | 29.00% |
Product and Geographic Inform63
Product and Geographic Information - Revenues by Products (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2016 | Aug. 31, 2015 | |
Revenues by products | ||||||||||
Revenues | $ 1,883 | $ 2,378 | $ 2,916 | $ 2,963 | $ 3,122 | $ 3,508 | $ 4,566 | $ 2,928 | $ 10,140 | $ 14,124 |
LED chips | ||||||||||
Revenues by products | ||||||||||
Revenues | 797 | 2,406 | ||||||||
LED components | ||||||||||
Revenues by products | ||||||||||
Revenues | 7,716 | 9,126 | ||||||||
Lighting products | ||||||||||
Revenues by products | ||||||||||
Revenues | 1,466 | 2,020 | ||||||||
Other | ||||||||||
Revenues by products | ||||||||||
Revenues | $ 161 | $ 572 |
Product and Geographic Inform64
Product and Geographic Information - Revenues by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2016 | Aug. 31, 2015 | |
Revenues by geographic area | ||||||||||
Revenues | $ 1,883 | $ 2,378 | $ 2,916 | $ 2,963 | $ 3,122 | $ 3,508 | $ 4,566 | $ 2,928 | $ 10,140 | $ 14,124 |
Maximum percentage of total net revenues | 5.00% | 5.00% | ||||||||
United States | ||||||||||
Revenues by geographic area | ||||||||||
Revenues | $ 4,157 | 5,420 | ||||||||
China | ||||||||||
Revenues by geographic area | ||||||||||
Revenues | 1,375 | 1,418 | ||||||||
Hong Kong | ||||||||||
Revenues by geographic area | ||||||||||
Revenues | 1,287 | 80 | ||||||||
Taiwan | ||||||||||
Revenues by geographic area | ||||||||||
Revenues | 1,190 | 3,131 | ||||||||
Netherlands | ||||||||||
Revenues by geographic area | ||||||||||
Revenues | 706 | 232 | ||||||||
Germany | ||||||||||
Revenues by geographic area | ||||||||||
Revenues | 523 | 640 | ||||||||
Mexico | ||||||||||
Revenues by geographic area | ||||||||||
Revenues | 2 | 1,544 | ||||||||
Other (individually less than 5% of total net revenues) | ||||||||||
Revenues by geographic area | ||||||||||
Revenues | $ 900 | $ 1,659 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amounts and Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | $ 6,030 | $ 4,808 |
Receivables (including related parties) | 900 | 2,049 |
Other assets (non-derivatives) | 643 | 872 |
Financial liabilities: | ||
Payables (including related parties) | 4,552 | 5,214 |
Long-term debt (including current installments) | 2,909 | 3,907 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | 6,030 | 4,808 |
Receivables (including related parties) | 900 | 2,049 |
Other assets (non-derivatives) | 643 | 872 |
Financial liabilities: | ||
Payables (including related parties) | 4,552 | 5,214 |
Long-term debt (including current installments) | $ 2,889 | $ 3,906 |
Fair Value Measurements - Other
Fair Value Measurements - Others (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | |
Fair Value Measurements | |||
Long-lived assets | $ 8,635,000 | $ 8,635,000 | |
Goodwill | 55,000 | 55,000 | |
Investment in non-marketable equity security—Nanoteco and LumenMax | 597,000 | 597,000 | |
Total | 9,287,000 | $ 9,287,000 | |
Weighted average cost of capital (as a percent) | 13.40% | ||
Property, plant and equipment | 7,433,000 | $ 7,433,000 | |
Intangible assets | 1,202,000 | 1,202,000 | |
Total | 8,635,000 | 8,635,000 | |
Impairment of Long-Lived Assets Held-for-use | 8,635,000 | ||
Goodwill impairment | 55,000 | 55,000 | |
Impairment of intangibles | 1,202,000 | $ 1,202,000 | $ 0 |
Impairment charges | 9,287,000 | ||
LED chips and LED components | |||
Fair Value Measurements | |||
Weighted average cost of capital (as a percent) | 13.40% | ||
Carrying Amount | LED chips and LED components | |||
Fair Value Measurements | |||
Long-lived assets | 18,300,000 | $ 18,300,000 | |
Property, plant and equipment | 16,100,000 | 16,100,000 | |
Fair Value | |||
Fair Value Measurements | |||
Long-lived assets | 9,660,000 | 9,660,000 | |
Investment in non-marketable equity security—Nanoteco and LumenMax | 20,000 | 20,000 | |
Total | 9,680,000 | 9,680,000 | |
Property, plant and equipment | 8,738,000 | 8,738,000 | |
Intangible assets | 44,000 | 44,000 | |
Total | 8,782,000 | 8,782,000 | |
Significant unobservable inputs (Level 3) | |||
Fair Value Measurements | |||
Long-lived assets | 9,660,000 | 9,660,000 | |
Investment in non-marketable equity security—Nanoteco and LumenMax | 20,000 | 20,000 | |
Total | 9,680,000 | 9,680,000 | |
Property, plant and equipment | 8,738,000 | 8,738,000 | |
Intangible assets | 44,000 | 44,000 | |
Total | $ 8,782,000 | $ 8,782,000 |
Quarterly Results of Operatio67
Quarterly Results of Operations (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Revenues, net | $ 1,883,000 | $ 2,378,000 | $ 2,916,000 | $ 2,963,000 | $ 3,122,000 | $ 3,508,000 | $ 4,566,000 | $ 2,928,000 | $ 10,140,000 | $ 14,124,000 | |
Cost of revenues | 3,132,000 | 3,828,000 | 3,711,000 | 4,407,000 | 4,159,000 | 4,367,000 | 5,217,000 | 4,471,000 | 15,078,000 | 18,214,000 | |
Gross loss | (1,249,000) | (1,450,000) | (795,000) | (1,444,000) | (1,037,000) | (859,000) | (651,000) | (1,543,000) | (4,938,000) | (4,090,000) | $ (11,300,000) |
Operating expenses | 10,313,000 | 1,691,000 | 1,975,000 | 1,688,000 | 1,893,000 | 2,215,000 | 2,201,000 | 2,899,000 | 15,667,000 | 9,208,000 | |
Loss from operations | (11,562,000) | (3,141,000) | (2,770,000) | (3,132,000) | (2,930,000) | (3,074,000) | (2,852,000) | (4,442,000) | (20,605,000) | (13,298,000) | $ (24,800,000) |
Net loss attributable to SemiLEDs stockholders | $ (12,171,000) | $ (3,253,000) | $ (2,539,000) | $ (3,312,000) | $ (3,000,000) | $ (3,041,000) | $ (2,902,000) | $ (4,331,000) | $ (21,275,000) | $ (13,274,000) | |
Basic and diluted earnings per share | $ (4.07) | $ (1.11) | $ (0.87) | $ (1.14) | $ (1.03) | $ (1.10) | $ (1.02) | $ (1.52) | $ (7.25) | $ (4.62) | |
Impairment charges | $ 9,287,000 | ||||||||||
Impairment charges pertained to property, plant and equipment | $ 8,635,000 | ||||||||||
Impairment of intangibles | 1,202,000 | 1,202,000 | $ 0 | ||||||||
Goodwill impairment | 55,000 | 55,000 | |||||||||
Impairment loss on investment | 597,000 | 597,000 | 0 | ||||||||
Property, plant and equipment | |||||||||||
Impairment charges pertained to property, plant and equipment | $ 7,433,000 | 7,433,000 | |||||||||
SemiLEDs | |||||||||||
Loss from operations | (691,000) | (772,000) | |||||||||
Net loss attributable to SemiLEDs stockholders | (21,275,000) | $ (13,274,000) | |||||||||
Impairment loss on investment | $ 280,000 |
Condensed Parent Company Only68
Condensed Parent Company Only Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 |
ASSETS | |||
Cash and cash equivalents | $ 6,030 | $ 4,808 | $ 12,649 |
Prepaid expenses and other current assets | 640 | 891 | |
Total current assets | 11,637 | 13,672 | |
Intangible assets, net | 44 | 1,353 | |
Investments in unconsolidated entities | 1,368 | 2,014 | |
TOTAL ASSETS | 22,235 | 38,520 | |
LIABILITIES AND EQUITY | |||
Advance receipt toward the convertible note | 500 | ||
Accrued expenses and other current liabilities | 2,761 | 3,597 | |
Total current liabilities | 4,901 | 6,315 | |
Total equity | 11,603 | 29,296 | |
TOTAL LIABILITIES AND EQUITY | 22,235 | 38,520 | |
SemiLEDs | |||
ASSETS | |||
Cash and cash equivalents | 945 | 887 | $ 7,838 |
Prepaid expenses and other current assets | 3,548 | 3,262 | |
Total current assets | 4,493 | 4,149 | |
Intangible assets, net | 2 | 56 | |
Investment in subsidiaries | 7,441 | 24,829 | |
Investments in unconsolidated entities | 434 | 714 | |
TOTAL ASSETS | 12,370 | 29,748 | |
LIABILITIES AND EQUITY | |||
Advance receipt toward the convertible note | 500 | ||
Accrued expenses and other current liabilities | 267 | 452 | |
Total current liabilities | 767 | 452 | |
Total equity | 11,603 | 29,296 | |
TOTAL LIABILITIES AND EQUITY | $ 12,370 | $ 29,748 |
Condensed Parent Company Only69
Condensed Parent Company Only Financial Statements - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Operating expenses: | |||||||||||
Selling, general and administrative | $ 4,767 | $ 6,986 | |||||||||
Loss from operations | $ (11,562) | $ (3,141) | $ (2,770) | $ (3,132) | $ (2,930) | $ (3,074) | $ (2,852) | $ (4,442) | (20,605) | (13,298) | $ (24,800) |
Other income (expenses): | |||||||||||
Impairment loss on investment | (597) | (597) | 0 | ||||||||
Interest income | (52) | (94) | |||||||||
Total other expenses, net | (699) | (19) | |||||||||
Net loss attributable to SemiLEDs stockholders | $ (12,171) | $ (3,253) | $ (2,539) | $ (3,312) | $ (3,000) | $ (3,041) | $ (2,902) | $ (4,331) | (21,275) | (13,274) | |
SemiLEDs | |||||||||||
Operating expenses: | |||||||||||
Selling, general and administrative | 691 | 772 | |||||||||
Loss from operations | (691) | (772) | |||||||||
Other income (expenses): | |||||||||||
Impairment loss on investment | (280) | ||||||||||
Equity in losses from subsidiaries, net | (20,302) | (12,504) | |||||||||
Interest income | 0 | 2 | |||||||||
Other expenses, net | (2) | 0 | |||||||||
Total other expenses, net | (20,584) | (12,502) | |||||||||
Net loss attributable to SemiLEDs stockholders | $ (21,275) | $ (13,274) |
Condensed Parent Company Only70
Condensed Parent Company Only Financial Statements - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2014 | |
Net cash provided by (used in): | |||
Operating activities | $ (3,439) | $ (4,525) | $ (15,700) |
Investing activities | (535) | (1,140) | |
Financing activities | 5,320 | (1,808) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,222 | (7,841) | |
CASH AND CASH EQUIVALENTS—Beginning of year | 4,808 | 12,649 | |
CASH AND CASH EQUIVALENTS—End of year | 6,030 | 4,808 | 12,649 |
SemiLEDs | |||
Net cash provided by (used in): | |||
Operating activities | (727) | (451) | |
Investing activities | (2,600) | (6,500) | |
Financing activities | 3,385 | ||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 58 | (6,951) | |
CASH AND CASH EQUIVALENTS—Beginning of year | 887 | 7,838 | |
CASH AND CASH EQUIVALENTS—End of year | $ 945 | $ 887 | $ 7,838 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Aug. 23, 2016 | Dec. 18, 2014 | Aug. 31, 2015 | Aug. 31, 2016 | Nov. 30, 2016 | Aug. 04, 2016 | Feb. 25, 2015 |
Subsequent Events | |||||||
Amount received from sale of common stock | $ 2,885 | $ 2,885 | |||||
Interest rate of convertible note | 0.00% | ||||||
Xiaoqing Han. | |||||||
Subsequent Events | |||||||
Amount received from sale of common stock | $ 261 | ||||||
Purchase price as per agreement | $ 5,000 | ||||||
Liquidating damages owed to entity if buyer does not purchase common stock | $ 3,000 | ||||||
Xiaoqing Han. | Subsequent Events | |||||||
Subsequent Events | |||||||
Liquidating damages owed to entity if buyer does not purchase common stock | $ 200 |
SCHEDULE II-VALUATION AND QUA72
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Allowance for Doubtful Accounts | ||
Changes in Valuation and Qualifying Accounts | ||
Beginning balance | $ 586 | $ 2,766 |
Charged to expense | 125 | 74 |
Write-downs charged against the allowance | (2,074) | |
Effect of exchange rate changes | 35 | (180) |
Ending balance | 746 | 586 |
Valuation Allowance for Deferred Tax Assets | ||
Changes in Valuation and Qualifying Accounts | ||
Beginning balance | 37,476 | 38,499 |
Charged to expense | 5,097 | 3,125 |
Effect of exchange rate changes | 807 | (2,319) |
Net operating loss carryforward expired | (1,829) | |
Ending balance | $ 43,380 | $ 37,476 |