Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2016 | Jan. 09, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | SemiLEDs Corp | |
Entity Central Index Key | 1,333,822 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,517,290 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 30, 2016 | Aug. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,827 | $ 6,030 |
Accounts receivable (including related parties), net of allowance for doubtful accounts of $735 and $746 as of November 30, 2016 and August 31, 2016, respectively | 1,526 | 900 |
Inventories | 3,777 | 4,067 |
Prepaid expenses and other current assets | 788 | 640 |
Total current assets | 10,918 | 11,637 |
Property, plant and equipment, net | 8,451 | 8,813 |
Intangible assets, net | 60 | 44 |
Investments in unconsolidated entities | 1,314 | 1,368 |
Other assets | 354 | 373 |
TOTAL ASSETS | 21,097 | 22,235 |
CURRENT LIABILITIES: | ||
Current installments of long-term debt | 313 | 314 |
Accounts payable | 1,184 | 1,326 |
Advance receipt toward the convertible note | 500 | 500 |
Accrued expenses and other current liabilities | 2,496 | 2,761 |
Total current liabilities | 4,493 | 4,901 |
Long-term debt, excluding current installments | 2,504 | 2,595 |
Other liability | 3,083 | 3,097 |
Total liabilities | 10,080 | 10,593 |
Commitments and contingencies (Note 5) | ||
SemiLEDs stockholders' equity | ||
Common stock, $0.0000056 par value—75,000 shares authorized; 3,517 shares issued and outstanding | ||
Additional paid-in capital | 175,467 | 175,384 |
Accumulated other comprehensive income | 3,385 | 3,398 |
Accumulated deficit | (167,869) | (167,179) |
Total SemiLEDs stockholders' equity | 10,983 | 11,603 |
Noncontrolling interests | 34 | 39 |
Total equity | 11,017 | 11,642 |
TOTAL LIABILITIES AND EQUITY | $ 21,097 | $ 22,235 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Nov. 30, 2016 | Aug. 31, 2016 |
Condensed Consolidated Balance Sheets | ||
Allowance for doubtful accounts | $ 735 | $ 746 |
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 | 3,517 |
Common stock, shares outstanding | 3,517 | 3,517 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Condensed Consolidated Statements of Operations | ||
Revenues, net | $ 2,702 | $ 2,963 |
Cost of revenues | 2,586 | 4,407 |
Gross profit (loss) | 116 | (1,444) |
Operating expenses: | ||
Research and development | 199 | 601 |
Selling, general and administrative | 1,100 | 1,087 |
Gain on disposals of long-lived assets | (80) | |
Total operating expenses | 1,219 | 1,688 |
Loss from operations | (1,103) | (3,132) |
Other income (expenses): | ||
Equity in loss from unconsolidated entities | (9) | (8) |
Interest expenses, net | (9) | (16) |
Other income, net | 476 | 26 |
Foreign currency transaction loss, net | (51) | (185) |
Total other income (expenses), net | 407 | (183) |
Loss before income taxes | (696) | (3,315) |
Net loss | (696) | (3,315) |
Less: Net loss attributable to noncontrolling interests | (6) | (3) |
Net loss attributable to SemiLEDs stockholders | $ (690) | $ (3,312) |
Net loss per share attributable to SemiLEDs stockholders: | ||
Basic and diluted (in dollars per share) | $ (0.20) | $ (1.14) |
Shares used in computing net loss per share attributable to SemiLEDs stockholders: | ||
Basic and diluted (in shares) | 3,518 | 2,906 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (696) | $ (3,315) |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustments, net of tax of $0 for both periods | (12) | (64) |
Comprehensive loss | (708) | (3,379) |
Comprehensive loss attributable to noncontrolling interests | (5) | (3) |
Comprehensive loss attributable to SemiLEDs stockholders | $ (703) | $ (3,376) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Foreign currency translation adjustments tax | $ 0 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Equity - 3 months ended Nov. 30, 2016 - 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, 2016 | $ 11,603 | $ 175,384 | $ 3,398 | $ (167,179) | $ 39 | $ 11,642 | |
BALANCE (in shares) at Aug. 31, 2016 | 3,517 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 83 | 83 | 83 | ||||
Comprehensive loss: | |||||||
Other comprehensive income (loss) | (13) | (13) | 1 | (12) | |||
Net loss | (690) | (690) | (6) | (696) | |||
BALANCE at Nov. 30, 2016 | $ 10,983 | $ 175,467 | $ 3,385 | $ (167,869) | $ 34 | $ 11,017 | |
BALANCE (in shares) at Nov. 30, 2016 | 3,517 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (696) | $ (3,315) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 335 | 1,316 |
Stock-based compensation expense | 83 | 42 |
Provisions for inventory write-downs | 196 | 452 |
Equity in loss from unconsolidated entities | 9 | 8 |
Gain on disposals of long-lived assets | (80) | |
Changes in: | ||
Accounts receivable, net | (635) | 50 |
Inventories | 69 | 269 |
Prepaid expenses and other | (73) | (146) |
Accounts payable | (79) | 371 |
Accrued expenses and other current liabilities | (250) | 390 |
Net cash used in operating activities | (1,121) | (563) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (68) | (341) |
Payments for development of intangible assets | (1) | (20) |
Proceeds from sale of investment | 41 | |
Net cash used in investing activities | (28) | (361) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (79) | (437) |
Net cash used in financing activities | (79) | (437) |
Effect of exchange rate changes on cash and cash equivalents | 25 | 22 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (1,203) | (1,339) |
CASH AND CASH EQUIVALENTS—Beginning of period | 6,030 | 4,808 |
CASH AND CASH EQUIVALENTS—End of period | 4,827 | 3,469 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrual related to property, plant and equipment | $ 199 | $ 260 |
Business
Business | 3 Months Ended |
Nov. 30, 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 November 30, 2016, SemiLEDs had six wholly owned subsidiaries and a 93% equity interest in Ning Xiang Technology Co., Ltd. (“Ning Xiang”). SemiLEDs Optoelectronics Co., Ltd., or Taiwan SemiLEDs, is the Company’s wholly owned operating subsidiary, where a substantial portion of our assets is held and located, and where a portion of our research, development, manufacturing and sales activities take place. Taiwan SemiLEDs owns a 100% equity interest in Taiwan Bandaoti Zhaoming Co., Ltd., formerly known as Silicon Base Development, Inc., which is engaged in the research, development, manufacturing and a substantial portion of marketing and sale of LED components, and where most of the Company’s employees are based. SemiLEDs’ common stock began trading on the NASDAQ Global Select Market under the symbol “LEDS” on December 8, 2010 and was transferred to the NASDAQ Capital Market effective November 5, 2015 where it continues to trade under the same symbol. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation —The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable provisions of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on November 21, 2016. The unaudited condensed consolidated balance sheet as of August 31, 2016 included herein was derived from the audited consolidated financial statements as of that date. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s consolidated balance sheet as of November 30, 2016, the statements of operations and comprehensive loss for the three months ended November 30, 2016 and 2015, the statement of changes in equity for the three months ended November 30, 2016, and the statements of cash flows for the three months ended November 30, 2016 and 2015. The results for the three months ended November 30, 2016 are not necessarily indicative of the results to be expected for the year ending August 31, 2017. The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. The Company suffered losses from operations of $20.6 million and $13.3 million, gross losses on product sales of $4.9 million and $4.1 million, and net cash used in operating activities of $3.4 million and $4.5 million for the years ended August 31, 2016 and 2015, respectively. Loss from operations and net cash used in operating activities for the three months ended November 30, 2016 were both $1.1 million. Further, at November 30, 2016, the Company’s cash and cash equivalents was down to $4.8 million. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern. However, management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. · The Company entered into a definitive purchase agreement effective July 6, 2016 with Dr. Peter Chiou, which was assigned to Well Thrive Limited (“Well Thrive”) on August 4, 2016. Pursuant to the agreement, Well Thrive purchased 577 thousand newly issued shares of common stock of the Company for $2,885 thousand on August 23, 2016. Well Thrive also agreed to subscribe to a $1,615 thousand SemiLEDs Corporation’s 0% interest convertible note (the “Note”) with a September 29, 2017 maturity date. Subject to shareholder approval at the Company’s next shareholders meeting, the Note would be convertible, at the Company’s option, into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) $1,615,000 by (y) the conversion price, which is equal to the lesser of $3.40 or the 5-trading day volume weighted average price of the common stock on the NASDAQ Stock Market ending on the maturity date. However, the issuance of the Note is currently pending subject to receipt of the entire Note purchase price. The Company has received a $500 thousand advance on the total $1,615 thousand Note amount as of November 30, 2016. The Company has recognized a related current liability in its consolidated balance sheet as of November 30, 2016. On December 16, 2016, the Company provided notice to Well Thrive that it intends to retain the $500 thousand as liquidated damages if it does not remit the balance of the purchase price for the Note by January 7, 2017. On January 6, 2017, Well Thrive informed the Company that it was not prepared to complete the purchase of the Note at this time and demanded the return of the $500 thousand advance and the $2,885 thousand for the shares purchased by Well Thrive. · The Company entered into an agreement in December 2015 with a strategic partner for the potential sale of the headquarters building located at Miao-Li, Taiwan. The total cash consideration for the sale is $5.2 million, of which the initial installment of $3 million was received on December 14, 2015, $1 million was due on December 31, 2016 and the balance of $1.2 million is due on December 31, 2017. However, as of January 13, 2017, the Company hasn’t received the $1 million due on December 31, 2016 and is in discussion with the strategic partner. The sale is scheduled to be closed on December 31, 2017. At any time before December 31, 2017, the Company has the right to cancel the agreement or sell the building to any other third party, concurrently with the repayment of all the cash balance received along with interests payable to the buyer. Upon the completion of the sale on December 31, 2017, part of the proceeds will be paid to E.SUN Commercial Bank, as payment on the first and the second notes payable, which are secured by the building. This agreement has been accounted for as a secured financing arrangement as the Company retains the title, rights and benefits of ownership of the building. Consequently, the building has not been de-recognized as an asset from the Company’s consolidated balance sheet and a repayment obligation was recorded in other liability (long-term) when the cash was received. · Suppressing gross loss from chip sales by moving toward a fabless business model through an agreement with an ODM partner entered into on December 31, 2015. The Company is restructuring the chips manufacturing operation. The Company is exploring the opportunities to consign or sell certain equipment to the ODM partner. Part of its employees related to the Company’s chips manufacturing has transferred to the ODM partner. The Company also implemented certain workforce reductions with respect to its chips manufacturing operation. Following the restructuring, the Company has reduced payroll and minimized research and development activities associated with chips manufacturing operation. The Company expects the effects to be continued and is able to further reduce idle capacity charges. This partnership should help the Company obtain a steady source of LED chips with competitive and favorable price for its packaging business, expand the production capacity for LED components, and strengthen its product portfolio and technology. · Increasing sales of Automotive Projects in both China and India by cultivating relationships with automotive lighting developers that are outside the Company’s historical distribution channels; maintaining a number of display models at automotive lighting facilities in order to provide dealers, communities and consumers with examples of newly designed product. · Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. Steady growth of module products and the continued commercial sales of its UV LED product are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focusing on product enhancement and developing its LED product into many other applications or devices. · Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, may possibly decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility. · Raising additional cash through further equity offerings, sales of assets and/or issuance of debt as considered necessary and looking at other potential business opportunities. While the Company’s management believes that the measures described in the above liquidity plan should be adequate to satisfy its liquidity requirements for the twelve months ending November 30, 2017, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. Principles of Consolidation —The unaudited interim condensed consolidated financial statements include the accounts of SemiLEDs and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated during consolidation. Use of Estimates —The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the preparation of the Company’s consolidated financial statements on the basis that the Company will continue as a going concern, the collectibility of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock-based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates. Certain Significant Risks and Uncertainties —The Company is subject to certain risks and uncertainties that could have a material and adverse effect on the Company’s future financial position or results of operations, which risks and uncertainties include, among others: it has incurred significant losses over the past few years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future. Concentration of Supply Risk —Some of the components and technologies used in the Company’s products are purchased and licensed from a limited number of sources and some of the Company’s products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company’s products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products or satisfy customers’ orders, which could adversely affect the Company’s business, financial position, results of operations and cash flows. Concentration of Credit Risk —Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company keeps its cash and cash equivalents in demand deposits with prominent banks of high credit quality and invests only in money market funds. Deposits held with banks may exceed the amount of insurance provided on such deposits. As of November 30, 2016 and August 31, 2016, cash and cash equivalents of the Company consisted of the following (in thousands): November 30, August 31, Cash and Cash Equivalents by Location 2016 2016 United States; Denominated in U.S. dollars $ $ 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. Net revenues generated from sales to the top ten customers represented 67% of the Company’s total net revenues for both the three months ended November 30, 2016 and 2015. The Company’s revenues have been concentrated in a few select markets, including Taiwan, the United States, and China (including Hong Kong). Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 76% of the Company’s net revenues for both the three months ended November 30, 2016 and 2015. Noncontrolling Interests —Noncontrolling interests are classified in the consolidated statements of operations as part of consolidated net income (loss) and the accumulated amount of noncontrolling interests in the consolidated balance sheets as part of equity. Changes in ownership interest in a consolidated subsidiary that do not result in a loss of control are accounted for as an equity transaction. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on September 1, 2020. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting which modifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This standard will be effective for the Company on September 1, 2017. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which is intended to improve financial reporting on leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for the Company on September 1, 2019. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Inventory - Simplifying the Measurement of Inventory”. This standard provides additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This standard will be effective for the Company on September 1, 2017. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial position, results of operations or cash flows. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The standard provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The standard is effective for the Company on September 1, 2017 and management has elected not to early adopt it. When the standard is effective, it could have a material effect on management’s assessment of the Company’s ability to continue as a going concern. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The FASB has subsequently issued multiple ASUs which amend and clarify the guidance. This standard will be effective for the Company on September 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. Management has been evaluating the effect that ASU 2014-09 will have on the Company’s consolidated financial statements and related disclosures and expects to have a preliminary conclusion by August 2017. Management has not yet selected a transition method nor has it determined the effect of the standard on the Company’s ongoing financial reporting. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Nov. 30, 2016 | |
Balance Sheet Components | |
Balance Sheet Components | 3. Balance Sheet Components Inventories Inventories as of November 30, 2016 and August 31, 2016 consisted of the following (in thousands): November 30, August 31, 2016 2016 Raw materials $ $ Work in process Finished goods Total $ $ Inventory write-downs to estimated net realizable values were $196 thousand and $452 thousand for the three months ended November 30, 2016 and 2015, respectively. Property, Plant and Equipment Property, plant and equipment as of November 30, 2016 and August 31, 2016 consisted of the following (in thousands): November 30, August 31, 2016 2016 Buildings and improvements $ $ 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 $ $ Intangible Assets Intangible assets as of November 30, 2016 and August 31, 2016 consisted of the following (in thousands): November 30, 2016 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ $ $ Acquired technology 5 — Total $ $ $ August 31, 2016 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ $ $ Acquired technology 5 — Total $ $ $ |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 3 Months Ended |
Nov. 30, 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 November 30, 2016 and August 31, 2016 consisted of the following (in thousands, except percentages): November 30, 2016 August 31, 2016 Percentage Percentage Ownership Amount Ownership Amount Equity method investments: SILQ (Malaysia) Sdn. Bhd. (“SILQ”) — % $ — % $ 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 November 30, 2016. Equity Method Investments The Company and the other investor in SILQ, a joint venture in Malaysia which was engaged in the design, manufacture and sale of lighting fixtures and systems, each owned a 50% equity interest in SILQ in 2009. In January 2014, the Company participated in SILQ’s capital increase and contributed $76 thousand. Following the capital increase, the Company’s equity interest in SILQ was diluted from 50% to 49%, and consequently, the Company recognized a gain on dilution of its investment of $26 thousand. The dilution gain was recognized as additional paid in capital in the consolidated statement of changes in equity. In April 2014, the Company sold part of its equity interest in SILQ to the other investor for a cash consideration of $114 thousand and recognized a gain on sale of investment of $37 thousand. The gain was reported in the consolidated statements of operations in equity in losses from unconsolidated entities. Upon consummation of the sale, the Company’s equity interest in SILQ was reduced from 49% to 33%. The Company subsequently invested $130 thousand in SILQ’s capital increase in April 2014 and its equity interest remains unchanged. In November 2016, the Company sold all of its equity interest in SILQ to the other investor for a cash consideration of $41 thousand and recognized a loss on sale of investment of $9 thousand. The Company still owns a 49% equity interest in China SemiLEDs. However, this investment has a carrying amount of zero as a result of a previously recognized impairment. Cost Method Investments The fair values of the Company’s cost method investments are not readily available. All cost method investments are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Nov. 30, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 5. Commitments and Contingencies Operating Lease Agreements —The Company has several operating leases with unrelated parties, primarily for land, plant and office spaces in Taiwan, which are including cancellable and noncancellable and which expire at various dates between February 2018 and December 2020. Lease expense related to these noncancellable operating leases was $112 thousand and $82 thousand for the three months ended November 30, 2016 and 2015, respectively. Lease expense is recognized on a straight-line basis over the term of the lease. The aggregate future noncancellable minimum rental payments for the Company’s operating leases as of November 30, 2016 consisted of the following (in thousands): Operating Years Ending August 31, Leases Remainder of 2017 $ 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 as of both November 30, 2016 and August 31, 2016. Litigation —The Company is directly or indirectly involved from time to time in various claims or legal proceedings arising in the ordinary course of business. The Company recognizes a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in assessing both the likelihood of an unfavorable outcome and whether the amount of loss, if any, can be reasonably estimated. As of November 30, 2016, there was no pending or threatened litigation that could have a material impact on the Company’s financial position, results of operations or cash flows. |
Common Stock
Common Stock | 3 Months Ended |
Nov. 30, 2016 | |
Common Stock. | |
Common Stock | 6. Common Stock Reverse Stock Split —On April 15, 2016, the Company amended its certificate of incorporation to effect a one-for-ten (1:10) reverse stock split. This reverse stock split became effective as of the close of business on April 15, 2016. The reverse stock split had no effect on the par value of its common stock and did not reduce the number of authorized shares of common stock but reduced the number of outstanding shares of common stock by the ratio. Accordingly, the issued and outstanding shares, stock options disclosures, net loss per share, and other per share disclosures for all periods presented have been retrospectively adjusted to reflect the impact of this reverse stock split. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Nov. 30, 2016 | |
Stock-based Compensation | |
Stock-based Compensation | 7. Stock-based Compensation The Company currently has one equity incentive plan (the “2010 Plan”), which provides for awards in the form of restricted shares, stock units, stock options or stock appreciation rights to the Company’s employees, officers, directors and consultants. In April 2014, SemiLEDs’ stockholders approved an amendment to the 2010 Plan that increased the number of shares authorized for issuance under the plan by an additional 250 thousand shares. Prior to SemiLEDs’ initial public offering, the Company had another stock-based compensation plan (the “2005 Plan”), but awards are made from the 2010 Plan after the initial public offering. Options outstanding under the 2005 Plan continue to be governed by its existing terms. A total of 635 thousand shares was reserved for issuance under the 2005 Plan and 2010 Plan as of both November 30, 2016 and 2015. As of November 30, 2016 and 2015, there were 352 thousand and 388 thousand shares of common stock available for future issuance under the equity incentive plans. During fiscal 2016, SemiLEDs granted 8 thousand restricted stock units in April 2016 to its directors that vest 100% on the earlier of April 12, 2017 and the date of the next annual meeting. The grant-date fair value of the restricted stock units was $3.40 per unit. The grant date fair value of stock options is determined using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs including the market price of SemiLEDs’ common stock on the date of grant, the term that the stock options are expected to be outstanding, the implied stock volatilities of several of the Company’s publicly-traded peers over the expected term of stock options, risk-free interest rate and expected dividend. Each of these inputs is subjective and generally requires significant judgment to determine. The grant date fair value of stock units is based upon the market price of SemiLEDs’ common stock on the date of the grant. This fair value is amortized to compensation expense over the vesting term. Stock-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. A forfeiture rate of zero is estimated for stock-based awards with vesting term that is less than or equal to one year from the date of grant. A summary of the stock-based compensation expense for the three months ended November 30, 2016 and 2015 was as follows (in thousands): Three Months Ended November 30, 2016 2015 Cost of revenues $ $ Research and development Selling, general and administrative $ $ |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 3 Months Ended |
Nov. 30, 2016 | |
Net Loss Per Share of Common Stock | |
Net Loss Per Share of Common Stock | 8. Net Loss Per Share of Common Stock The following stock-based compensation plan awards were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive (in thousands of shares): Three Months Ended November 30, 2016 2015 Stock units and stock options to purchase common stock 7 13 |
Income Taxes
Income Taxes | 3 Months Ended |
Nov. 30, 2016 | |
Income Taxes | |
Income Taxes | 9. Income Taxes The Company’s income (loss) before income taxes for the three months ended November 30, 2016 and 2015 consisted of the following (in thousands): Three Months Ended November 30, 2016 2015 U.S. operations $ $ Foreign operations Loss before income taxes $ $ Unrecognized Tax Benefits As of both November 30, 2016 and August 31, 2016, the Company had no unrecognized tax benefits related to tax positions taken in prior periods. The Company files income tax returns in the United States, various U.S. states and certain foreign jurisdictions. The tax years 2005 through 2015 remain open in most jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or foreign jurisdictions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Nov. 30, 2016 | |
Subsequent Events. | |
Subsequent Events | 10. Subsequent Events The Company entered into a definitive purchase agreement effective July 6, 2016 with Dr. Peter Chiou, which was assigned to Well Thrive Limited (“Well Thrive”) on August 4, 2016. Pursuant to the agreement, Well Thrive has agreed to subscribe to a $1,615 thousand SemiLEDs Corporation’s 0% interest convertible note (the “Note”) with a September 29, 2017 maturity date. Subject to shareholder approval at the Company’s next shareholders meeting, the Note would be convertible, at the Company’s option, into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) $1,615,000 by (y) the conversion price, which is equal to the lesser of $3.40 or the 5-trading day volume weighted average price of the common stock on the NASDAQ Stock Market ending on the maturity date. However, the issuance of the Note is currently pending subject to receipt of the entire Note purchase price. The Company has received a $500 thousand advance on the total $1,615 thousand Note amount as of November 30, 2016. On December 16, 2016, the Company sent a formal notice of demand under purchase agreement to Dr. Peter Chiou and Well Thrive and requested them to deliver the $1,115 thousand balance of the Note purchase price by December 31, 2016, which was extended to January 7, 2017, or forfeit the $500 thousand advance on the Note. On January 6, 2017, Well Thrive informed the Company that it was not prepared to complete the purchase of the Note at this time and demanded the return of the $500 thousand advance and the $2,885 thousand for the shares purchased by Well Thrive. The Company entered into an agreement in December 2015 with a strategic partner for the potential sale of the headquarters building located at Miao-Li, Taiwan. The total cash consideration for the potential sale is $5.2 million to be originally paid in three installments, of which the initial installment of $3 million was received on December 14, 2015, $1 million was due on December 31, 2016 and the balance of $1.2 million is due on December 31, 2017. However, as of January 13, 2017, the Company hasn’t received the $1 million due on December 31, 2016 and is in discussion with the strategic partner. |
Summary of Significant Accoun19
Summary of Significant Accounting Policy (Policies) | 3 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation —The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable provisions of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on November 21, 2016. The unaudited condensed consolidated balance sheet as of August 31, 2016 included herein was derived from the audited consolidated financial statements as of that date. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s consolidated balance sheet as of November 30, 2016, the statements of operations and comprehensive loss for the three months ended November 30, 2016 and 2015, the statement of changes in equity for the three months ended November 30, 2016, and the statements of cash flows for the three months ended November 30, 2016 and 2015. The results for the three months ended November 30, 2016 are not necessarily indicative of the results to be expected for the year ending August 31, 2017. The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements. The Company suffered losses from operations of $20.6 million and $13.3 million, gross losses on product sales of $4.9 million and $4.1 million, and net cash used in operating activities of $3.4 million and $4.5 million for the years ended August 31, 2016 and 2015, respectively. Loss from operations and net cash used in operating activities for the three months ended November 30, 2016 were both $1.1 million. Further, at November 30, 2016, the Company’s cash and cash equivalents was down to $4.8 million. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern. However, management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. · The Company entered into a definitive purchase agreement effective July 6, 2016 with Dr. Peter Chiou, which was assigned to Well Thrive Limited (“Well Thrive”) on August 4, 2016. Pursuant to the agreement, Well Thrive purchased 577 thousand newly issued shares of common stock of the Company for $2,885 thousand on August 23, 2016. Well Thrive also agreed to subscribe to a $1,615 thousand SemiLEDs Corporation’s 0% interest convertible note (the “Note”) with a September 29, 2017 maturity date. Subject to shareholder approval at the Company’s next shareholders meeting, the Note would be convertible, at the Company’s option, into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (x) $1,615,000 by (y) the conversion price, which is equal to the lesser of $3.40 or the 5-trading day volume weighted average price of the common stock on the NASDAQ Stock Market ending on the maturity date. However, the issuance of the Note is currently pending subject to receipt of the entire Note purchase price. The Company has received a $500 thousand advance on the total $1,615 thousand Note amount as of November 30, 2016. The Company has recognized a related current liability in its consolidated balance sheet as of November 30, 2016. On December 16, 2016, the Company provided notice to Well Thrive that it intends to retain the $500 thousand as liquidated damages if it does not remit the balance of the purchase price for the Note by January 7, 2017. On January 6, 2017, Well Thrive informed the Company that it was not prepared to complete the purchase of the Note at this time and demanded the return of the $500 thousand advance and the $2,885 thousand for the shares purchased by Well Thrive. · The Company entered into an agreement in December 2015 with a strategic partner for the potential sale of the headquarters building located at Miao-Li, Taiwan. The total cash consideration for the sale is $5.2 million, of which the initial installment of $3 million was received on December 14, 2015, $1 million was due on December 31, 2016 and the balance of $1.2 million is due on December 31, 2017. However, as of January 13, 2017, the Company hasn’t received the $1 million due on December 31, 2016 and is in discussion with the strategic partner. The sale is scheduled to be closed on December 31, 2017. At any time before December 31, 2017, the Company has the right to cancel the agreement or sell the building to any other third party, concurrently with the repayment of all the cash balance received along with interests payable to the buyer. Upon the completion of the sale on December 31, 2017, part of the proceeds will be paid to E.SUN Commercial Bank, as payment on the first and the second notes payable, which are secured by the building. This agreement has been accounted for as a secured financing arrangement as the Company retains the title, rights and benefits of ownership of the building. Consequently, the building has not been de-recognized as an asset from the Company’s consolidated balance sheet and a repayment obligation was recorded in other liability (long-term) when the cash was received. · Suppressing gross loss from chip sales by moving toward a fabless business model through an agreement with an ODM partner entered into on December 31, 2015. The Company is restructuring the chips manufacturing operation. The Company is exploring the opportunities to consign or sell certain equipment to the ODM partner. Part of its employees related to the Company’s chips manufacturing has transferred to the ODM partner. The Company also implemented certain workforce reductions with respect to its chips manufacturing operation. Following the restructuring, the Company has reduced payroll and minimized research and development activities associated with chips manufacturing operation. The Company expects the effects to be continued and is able to further reduce idle capacity charges. This partnership should help the Company obtain a steady source of LED chips with competitive and favorable price for its packaging business, expand the production capacity for LED components, and strengthen its product portfolio and technology. · Increasing sales of Automotive Projects in both China and India by cultivating relationships with automotive lighting developers that are outside the Company’s historical distribution channels; maintaining a number of display models at automotive lighting facilities in order to provide dealers, communities and consumers with examples of newly designed product. · Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. Steady growth of module products and the continued commercial sales of its UV LED product are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focusing on product enhancement and developing its LED product into many other applications or devices. · Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, may possibly decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility. · Raising additional cash through further equity offerings, sales of assets and/or issuance of debt as considered necessary and looking at other potential business opportunities. While the Company’s management believes that the measures described in the above liquidity plan should be adequate to satisfy its liquidity requirements for the twelve months ending November 30, 2017, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation —The unaudited interim condensed consolidated financial statements include the accounts of SemiLEDs and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated during consolidation. |
Use of Estimates | Use of Estimates —The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the preparation of the Company’s consolidated financial statements on the basis that the Company will continue as a going concern, the collectibility of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock-based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates. |
Certain Significant Risks and Uncertainties | 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 November 30, 2016 and August 31, 2016, cash and cash equivalents of the Company consisted of the following (in thousands): November 30, August 31, Cash and Cash Equivalents by Location 2016 2016 United States; Denominated in U.S. dollars $ $ 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. Net revenues generated from sales to the top ten customers represented 67% of the Company’s total net revenues for both the three months ended November 30, 2016 and 2015. The Company’s revenues have been concentrated in a few select markets, including Taiwan, the United States, and China (including Hong Kong). Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 76% of the Company’s net revenues for both the three months ended November 30, 2016 and 2015. |
Noncontrolling Interests | Noncontrolling Interests —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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard will be effective for the Company on September 1, 2020. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting which modifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This standard will be effective for the Company on September 1, 2017. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which is intended to improve financial reporting on leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for the Company on September 1, 2019. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Inventory - Simplifying the Measurement of Inventory”. This standard provides additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This standard will be effective for the Company on September 1, 2017. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial position, results of operations or cash flows. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The standard provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The standard is effective for the Company on September 1, 2017 and management has elected not to early adopt it. When the standard is effective, it could have a material effect on management’s assessment of the Company’s ability to continue as a going concern. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The FASB has subsequently issued multiple ASUs which amend and clarify the guidance. This standard will be effective for the Company on September 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. Management has been evaluating the effect that ASU 2014-09 will have on the Company’s consolidated financial statements and related disclosures and expects to have a preliminary conclusion by August 2017. Management has not yet selected a transition method nor has it determined the effect of the standard on the Company’s ongoing financial reporting. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies | |
Schedule of cash and cash equivalents by location | November 30, August 31, Cash and Cash Equivalents by Location 2016 2016 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 $ $ |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Nov. 30, 2016 | |
Balance Sheet Components | |
Schedule of inventories | November 30, August 31, 2016 2016 Raw materials $ $ Work in process Finished goods Total $ $ |
Schedule of property, plant and equipment | November 30, August 31, 2016 2016 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 | November 30, 2016 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ $ $ Acquired technology 5 — Total $ $ $ August 31, 2016 Weighted Average Gross Net Amortization Carrying Accumulated Carrying Period (Years) Amount Amortization Amount Patents and trademarks 15 $ $ $ Acquired technology 5 — Total $ $ $ |
Investments in Unconsolidated22
Investments in Unconsolidated Entities (Tables) | 3 Months Ended |
Nov. 30, 2016 | |
Investments in Unconsolidated Entities | |
Schedule of ownership interest and carrying amounts of investments in unconsolidated entities | November 30, 2016 August 31, 2016 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 $ $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Nov. 30, 2016 | |
Commitments and Contingencies | |
Schedule of aggregate future noncancellable minimum rental payments for the operating leases | Operating Years Ending August 31, Leases Remainder of 2017 $ 2018 2019 2020 2021 Thereafter — Total $ |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Nov. 30, 2016 | |
Stock-based Compensation | |
Summary of the stock-based compensation expense | Three Months Ended November 30, 2016 2015 Cost of revenues $ $ Research and development Selling, general and administrative $ $ |
Net Loss Per Share of Common 25
Net Loss Per Share of Common Stock (Tables) | 3 Months Ended |
Nov. 30, 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 | Three Months Ended November 30, 2016 2015 Stock units and stock options to purchase common stock 7 13 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Nov. 30, 2016 | |
Income Taxes | |
Schedule of income (loss) before income taxes | Three Months Ended November 30, 2016 2015 U.S. operations $ $ Foreign operations Loss before income taxes $ $ |
Business (Details)
Business (Details) | Nov. 30, 2016subsidiary |
Business | |
Number of wholly owned subsidiaries | 6 |
Ning Xiang | |
Business | |
Ownership interest (as a percent) | 93.00% |
Taiwan SemiLEDs | Taiwan Bandaoti Zhaoming Co., Ltd. | |
Business | |
Ownership interest (as a percent) | 100.00% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Basis of Presentation and Use of Estimates (Details) - USD ($) $ / shares in Units, shares in Thousands | Aug. 23, 2016 | Aug. 04, 2016 | Jul. 06, 2016 | Dec. 31, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | Dec. 16, 2016 |
Losses from operations | $ 1,103,000 | $ 3,132,000 | $ 20,600,000 | $ 13,300,000 | |||||
Gross losses (profits) on product sales | (116,000) | 1,444,000 | 4,900,000 | 4,100,000 | |||||
Net cash used in operating activities | 1,121,000 | 563,000 | 3,400,000 | 4,500,000 | |||||
Cash and cash equivalents | 4,827,000 | $ 3,469,000 | $ 6,030,000 | $ 4,808,000 | |||||
Total consideration of sale price of Taiwan headquarters building | $ 5,200,000 | ||||||||
Receipt from initial installment of cash consideration for the sale of its headquarters building | 3,000,000 | ||||||||
Second installment | 1,000,000 | ||||||||
Third installment | $ 1,200,000 | ||||||||
Well Thrive | |||||||||
Newly issued shares of common stock (in shares) | 577 | ||||||||
Convertible note | Well Thrive | |||||||||
Share purchase price | $ 2,885,000 | ||||||||
Advance receipt toward convertible note | $ 500,000 | ||||||||
Liquidating damages owed to entity if buyer does not purchase convertible note | $ 500,000 | ||||||||
Dr. Peter Chiou (the "Investor") | Convertible note | Well Thrive | |||||||||
Threshold consecutive trading days | 5 days | 5 days | |||||||
Issuance of debt | $ 1,615,000 | $ 1,615,000 | |||||||
Interest rate of convertible note | 0.00% | 0.00% | |||||||
Conversion price of convertible note | $ 3.40 | $ 3.40 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) $ in Thousands | 3 Months Ended | |||
Nov. 30, 2016USD ($)customer | Nov. 30, 2015USD ($) | Aug. 31, 2016USD ($) | Aug. 31, 2015USD ($) | |
Concentration of Credit Risk | ||||
Cash and cash equivalents | $ 4,827 | $ 3,469 | $ 6,030 | $ 4,808 |
Number of Customers | customer | 10 | |||
Net revenues | Customer concentration | ||||
Concentration of Credit Risk | ||||
Concentration risk (as a percent) | 67.00% | 67.00% | ||
Net revenues | Geographic concentration | ||||
Concentration of Credit Risk | ||||
Concentration risk (as a percent) | 76.00% | 76.00% | ||
United States | U.S. Dollars | ||||
Concentration of Credit Risk | ||||
Cash and cash equivalents | $ 673 | 945 | ||
Taiwan | U.S. Dollars | ||||
Concentration of Credit Risk | ||||
Cash and cash equivalents | 2,813 | 3,580 | ||
Taiwan | New Taiwan Dollars | ||||
Concentration of Credit Risk | ||||
Cash and cash equivalents | 528 | 738 | ||
Taiwan | Other currencies | ||||
Concentration of Credit Risk | ||||
Cash and cash equivalents | 472 | 481 | ||
China (including Hong Kong) | U.S. Dollars | ||||
Concentration of Credit Risk | ||||
Cash and cash equivalents | 7 | 8 | ||
China (including Hong Kong) | Renminbi | ||||
Concentration of Credit Risk | ||||
Cash and cash equivalents | $ 334 | 277 | ||
China (including Hong Kong) | H.K. dollars | ||||
Concentration of Credit Risk | ||||
Cash and cash equivalents | $ 1 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Aug. 31, 2016 | |
Balance Sheet Components | |||
Raw materials | $ 1,364 | $ 1,400 | |
Work in process | 567 | 700 | |
Finished goods | 1,846 | 1,967 | |
Total | 3,777 | $ 4,067 | |
Inventory write-downs | $ 196 | $ 452 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Nov. 30, 2016 | Aug. 31, 2016 |
Property, Plant and Equipment | ||
Total property, plant and equipment | $ 56,782 | $ 57,110 |
Less: Accumulated depreciation and amortization | (48,331) | (48,297) |
Property, plant and equipment, net | 8,451 | 8,813 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 12,764 | 12,822 |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 40,802 | 41,065 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 212 | 213 |
Other equipment | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 2,188 | 2,198 |
Construction in progress | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | $ 816 | $ 812 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Nov. 30, 2016 | Aug. 31, 2016 | |
Intangible Assets | ||
Gross Carrying Amount | $ 978 | $ 966 |
Accumulated Amortization | 918 | 922 |
Total | $ 60 | $ 44 |
Patents and trademarks | ||
Intangible Assets | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 502 | $ 487 |
Accumulated Amortization | 442 | 443 |
Total | $ 60 | $ 44 |
Acquired technology | ||
Intangible Assets | ||
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 476 | $ 479 |
Accumulated Amortization | $ 476 | $ 479 |
Investments in Unconsolidated33
Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2014 | Jan. 31, 2014 | Nov. 30, 2016 | Aug. 31, 2016 | Aug. 31, 2009 | |
Investments in unconsolidated entities | |||||
Cost method investments | $ 1,314 | $ 1,318 | |||
Total investments in unconsolidated entities | 1,314 | $ 1,368 | |||
Dividend received from unconsolidated entities | 0 | ||||
SILQ (Malaysia) Sdn. Bhd. (“SILQ”) | |||||
Investments in unconsolidated entities | |||||
Percentage ownership | 33.00% | 49.00% | 33.00% | 50.00% | |
Equity method investments | $ 50 | ||||
Payment for investments | $ 130 | $ 76 | |||
Dilution gain on equity method investment | $ 26 | ||||
Cash consideration from sale of the investment | 114 | 41 | |||
Gain (loss) on sale of investment | $ 37 | $ (9) | |||
Xurui Guangdian Co., Ltd. (“China SemiLEDs”) | |||||
Investments in unconsolidated entities | |||||
Percentage ownership | 49.00% | 49.00% | |||
Equity method investments | $ 0 | $ 0 |
Commitments and Contingencies34
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | ||
Nov. 30, 2016USD ($)claim | Nov. 30, 2015USD ($) | Aug. 31, 2016USD ($) | |
Commitments and Contingencies | |||
Lease expense related to operating leases | $ 112 | $ 82 | |
Future noncancellable minimum rental payments | |||
Remainder of 2017 | 356 | ||
2,018 | 264 | ||
2,019 | 109 | ||
2,020 | 90 | ||
2,021 | 30 | ||
Total | 849 | ||
Purchase Obligations | |||
Purchase commitments for inventory, property, plant and equipment | $ 1,500 | $ 1,500 | |
Litigation | |||
Pending or threatened litigation | claim | 0 |
Common Stock (Details)
Common Stock (Details) | Apr. 15, 2016 |
Common Stock. | |
Reverse stock split ratio | 0.10 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2016$ / sharesshares | Apr. 30, 2014shares | Nov. 30, 2016USD ($)itemshares | Nov. 30, 2015USD ($)shares | |
Stock-based Compensation | ||||
Number of share-based compensation plans | item | 1 | |||
Additional number of shares authorized for issuance | shares | 250 | |||
Shares of common stock reserved for issuance | shares | 635 | 635 | ||
Estimated forfeiture rate (as a percent) | 0.00% | |||
Stock-based compensation expense | $ | $ 83 | $ 42 | ||
Maximum | ||||
Stock-based Compensation | ||||
Vesting period | 1 year | |||
Cost of revenues | ||||
Stock-based Compensation | ||||
Stock-based compensation expense | $ | $ 17 | 26 | ||
Research and development | ||||
Stock-based Compensation | ||||
Stock-based compensation expense | $ | 2 | 15 | ||
Selling, general and administrative | ||||
Stock-based Compensation | ||||
Stock-based compensation expense | $ | $ 64 | $ 1 | ||
Common Stock | ||||
Stock-based Compensation | ||||
Common stock available for future issuance (in shares) | shares | 352 | 388 | ||
Directors | Restricted stock unit | ||||
Stock-based Compensation | ||||
Stock units granted (in shares) | shares | 8 | |||
Vesting percentage on the earlier of the first anniversary of the vesting start date and the date of the next annual meeting | 100.00% | |||
Grant-date fair value (in dollars per share) | $ / shares | $ 3.40 |
Net Loss Per Share of Common 37
Net Loss Per Share of Common Stock (Details) - shares shares in Thousands | 3 Months Ended | |
Nov. 30, 2016 | Nov. 30, 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) | 7 | 13 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Aug. 31, 2016 | |
Income (loss) before income taxes | |||
U.S. operations | $ 246 | $ (145) | |
Foreign operations | (942) | (3,170) | |
Loss before income taxes | (696) | $ (3,315) | |
Unrecognized tax benefits | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 16, 2016USD ($) | Aug. 23, 2016USD ($) | Aug. 04, 2016USD ($)$ / shares | Jul. 06, 2016USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)installment | Nov. 30, 2016USD ($) |
Subsequent Events | |||||||
Total consideration of sale price of Taiwan headquarters building | $ 5,200,000 | ||||||
Number of installments | installment | 3 | ||||||
Cash received for potential sale of building | $ 3,000,000 | ||||||
Second installment | 1,000,000 | ||||||
Third installment | $ 1,200,000 | ||||||
Contractual receivable for sale of Taiwan headquarters building due in first calendar year | $ 1,000,000 | ||||||
Well Thrive | Convertible note | |||||||
Subsequent Events | |||||||
Liquidating damages owed to entity if buyer does not purchase convertible note | $ 500,000 | ||||||
Balance due | $ 1,115,000 | ||||||
Advance receipt toward convertible note | $ 500,000 | ||||||
Share purchase price | $ 2,885,000 | ||||||
Well Thrive | Dr. Peter Chiou (the "Investor") | Convertible note | |||||||
Subsequent Events | |||||||
Issuance of debt | $ 1,615,000 | $ 1,615,000 | |||||
Interest rate of convertible note | 0.00% | 0.00% | |||||
Conversion price of convertible note | $ / shares | $ 3.40 | $ 3.40 | |||||
Number of trading days | 5 days | 5 days |