Close

Form 8-K SemiLEDs Corp For: Apr 12

April 12, 2016 4:09 PM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): April 12, 2016

 

SEMILEDS CORPORATION

(Exact name of registrant as specified in charter)

 

Delaware

 

001-34992

 

20-2735523

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

3F, No.11 Ke Jung Rd., Chu-Nan Site,
Hsinchu Science Park, Chu-Nan 350,
Miao-Li County, Taiwan, R.O.C.

 

350

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: +886-37-586788

 

N/A

(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02. Results of Operations and Financial Condition.

 

On April 12, 2016, SemiLEDs Corporation (the “Company”) issued a press release announcing its preliminary financial results for the second quarter of its fiscal year 2016, ended February 29, 2016.

 

Such information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On April 12, 2016 (Taiwan time), the Company held its Annual Meeting. At the Annual Meeting, holders of the Company’s common stock voted on three proposals: (1) to elect five directors to hold office until the 2017 Annual Meeting of Stockholders, (2) to ratify the appointment of KPMG (Taiwan) as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2016, and (3) to approve the amendment of the restated certificate of incorporation, as amended, to effect a reverse stock split of our common stock at a ratio determined by the board of directors within a specified range, without reducing the authorized number of shares of common stock.

 

The final votes cast on the three proposals were as follows:

 

Proposal 1:

 

The following individuals were elected to serve as directors for a one-year term ending with the 2017 Annual Meeting of Stockholders by the votes as set forth in the following table:

 

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Trung T. Doan

 

16,203,281

 

111,704

 

5,085,938

Arthur H. del Prado

 

16,203,281

 

111,704

 

5,085,938

Dr. Edward Hsieh

 

16,210,691

 

104,294

 

5,085,938

Scott R. Simplot

 

16,014,741

 

300,244

 

5,085,938

Walter Michael Gough

 

16,219,171

 

95,814

 

5,085,938

 

Proposal 2:

 

The appointment of KPMG (Taiwan) as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2016 was ratified by the votes set forth in the following table:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes (1)

 

 

 

 

 

 

 

21,241,932

 

56,093

 

102,898

 

0

 


(1)         This proposal constituted a routine matter. Therefore, brokers were permitted to vote on this proposal without receipt of instructions from beneficial owners.

 

Proposal 3:

 

The amendment of the restated certificate of incorporation, as amended, to effect a reverse stock split was approved by the votes set forth in the following table:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

18,973,457

 

2,328,812

 

98,654

 

0

 

The Company’s Board has approved a one-for-ten (1:10) Reverse Stock Split. The Company expects to effect the Reverse Stock Split effective as of the close of business on April 15, 2016.

 

2



 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release, dated April 12, 2016, entitled “SemiLEDs Reports Second Quarter Fiscal Year 2016 Financial Results.”

 

3



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: April 12, 2016

 

 

 

 

 

 

SemiLEDs Corporation

 

 

 

 

 

By:

/s/ Christopher Lee

 

 

 

Name:

Christopher Lee

 

 

 

Title:

Chief Financial Officer

 

4



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release, dated April 12, 2016, entitled “SemiLEDs Reports Second Quarter Fiscal Year 2016 Financial Results.”

 

5


Exhibit 99.1

 

 

SemiLEDs Reports Second Quarter Fiscal Year 2016

Financial Results

 

Hsinchu, Taiwan (April 12, 2016) — SemiLEDs Corporation (NASDAQ: LEDS), “SemiLEDs” or the “Company,” a developer and manufacturer of LED chips and LED components, today announced its financial results for the second quarter of fiscal year 2016, ended February 29, 2016.

 

Revenue for the second quarter of fiscal 2016 was $2.9 million, a 2% decrease compared to $3.0 million in the first quarter of fiscal 2016. GAAP net loss attributable to SemiLEDs stockholders for the second quarter of fiscal 2016 was $2.5 million, or a net loss of $0.09 per diluted share, compared to a loss of $3.3 million, or a net loss of $0.11 per diluted share for the first quarter of fiscal 2016.

 

We have made good progress toward restructuring our business and focus,” said Trung Doan, Chairman, President and CEO. “Compared with the first quarter of fiscal year 2016, cash position and gross margin have improved and our capital spending has reduced in the second quarter of fiscal year 2016,” concluded Doan.

 

On a non-GAAP basis, net loss attributable to SemiLEDs stockholders for the second quarter of fiscal 2016 was $2.2 million, or a net loss of $0.08 per diluted share, compared to non-GAAP net loss attributable to SemiLEDs stockholders of $3.3 million, or a loss of $0.11 in the first quarter of 2016.

 

GAAP gross margin for the second quarter of fiscal 2016 was negative 27%, compared with gross margin for the first quarter of fiscal 2016 of negative 49%. Operating margin for the second quarter of fiscal 2016 was negative 95%, compared with negative 106% in the first quarter of fiscal 2016. The Company’s cash and cash equivalents was $5.3 million at February 29, 2016, compared to $3.5 million at the end of the first quarter of fiscal 2016. Cash used in operating activities was $1.0 million in the second quarter of fiscal 2016, compared with $0.6 million in the first quarter of fiscal 2016.

 

We expect revenue for the third quarter ending May 31, 2016 to be $2.4 million to $3.0 million.

 

1



 

About SemiLEDs

 

SemiLEDs develops and manufactures LED chips and LED components primarily for general lighting applications, including street lights and commercial, industrial and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs sells blue, white, green and UV LED chips.

 

Non-GAAP Financial Measures

 

SemiLEDs has provided in this press release adjusted financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. SemiLEDs uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to, but not as a substitute for, GAAP measures, in evaluating the Company’s operational performance. SemiLEDs believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating operating results and trends, and in comparing its financial results with other companies in SemiLEDs’ industry, many of which present similar non-GAAP financial measures to investors. The historical non-GAAP financial measures presented above exclude the following items required to be included by GAAP: non-cash stock-based compensation charges, employee termination benefits and the related tax effect, if any. In addition to the non-GAAP financial measures discussed above, SemiLEDs also uses free cash flow as a measure of operating performance. Free cash flow represents cash provided by operating activities less capital expenditures.

 

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of historic non-GAAP financial measures to GAAP results has been provided in the financial statement tables included in this press release.

 

2



 

Forward Looking Statements

 

This press release contains statements that may constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, any projections of future revenues, income, margins or other financial information and our plans to move to a fabless business model; any statements about historical results that may suggest trends for SemiLEDs’ business; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding recovery of the LED industry, market opportunities and other future events or technology developments; any statements regarding SemiLEDs’ position to capitalize on any market opportunities; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future SemiLEDs’ or industry performance based on management’s judgment, beliefs, current trends and market conditions and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. SemiLEDs’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and other SemiLEDs filings with the SEC (which you may obtain for free at the SEC’s website at http://www.sec.gov) discuss some of the important risks and other factors that may affect SemiLEDs’ business, results of operations and financial condition. SemiLEDs undertakes no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Contacts:

 

Christopher Lee

Chief Financial Officer

SemiLEDs Corporation

+886-37-586788

[email protected]

 

3



 

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars)

 

 

 

February 29,
2016

 

November 30,
2015

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

5,306

 

$

3,469

 

Accounts receivable (including related parties), net

 

1,185

 

1,993

 

Inventories

 

4,964

 

5,210

 

Prepaid expenses and other current assets

 

1,025

 

1,042

 

Total current assets

 

12,480

 

11,714

 

Property, plant and equipment, net

 

17,962

 

19,531

 

Intangible assets, net

 

1,262

 

1,311

 

Goodwill

 

53

 

54

 

Investments in unconsolidated entities

 

1,982

 

2,008

 

Other assets

 

607

 

640

 

TOTAL ASSETS

 

$

34,346

 

$

35,258

 

LIABILITIES AND EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Current installments of long-term debt

 

$

509

 

$

703

 

Accounts payable

 

1,528

 

1,749

 

Accrued expenses and other current liabilities

 

3,506

 

4,021

 

Total current liabilities

 

5,543

 

6,473

 

Long-term debt, excluding current installments

 

2,627

 

2,756

 

Other liability

 

2,955

 

 

Total liabilities

 

11,125

 

9,229

 

Commitments and contingencies

 

 

 

 

 

EQUITY:

 

 

 

 

 

SemiLEDs stockholders’ equity

 

 

 

 

 

Common stock

 

 

 

Additional paid-in capital

 

172,317

 

172,159

 

Accumulated other comprehensive income

 

2,596

 

3,019

 

Accumulated deficit

 

(151,755

)

(149,216

)

Total SemiLEDs stockholders’ equity

 

23,158

 

25,962

 

Noncontrolling interests

 

63

 

67

 

Total equity

 

23,221

 

26,029

 

TOTAL LIABILITIES AND EQUITY

 

$

34,346

 

$

35,258

 

 



 

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(In thousands of U.S. dollars and shares, except per share data)

 

 

 

Three Months Ended

 

 

 

February 29,
2016

 

November 30,
2015

 

 

 

 

 

 

 

Revenues, net

 

$

2,916

 

$

2,963

 

Cost of revenues

 

3,711

 

4,407

 

Gross loss

 

(795

)

(1,444

)

Operating expenses:

 

 

 

 

 

Research and development

 

622

 

601

 

Selling, general and administrative

 

1,203

 

1,087

 

Employee termination benefits

 

148

 

 

Loss on disposals of long-lived assets

 

2

 

 

Total operating expenses

 

1,975

 

1,688

 

Loss from operations

 

(2,770

)

(3,132

)

Other income (expenses):

 

 

 

 

 

Equity in gain (loss) from unconsolidated entities

 

8

 

(8

)

Interest expenses, net

 

(13

)

(16

)

Other income, net

 

27

 

26

 

Foreign currency transaction gain (loss), net

 

203

 

(185

)

Total other income (expenses), net

 

225

 

(183

)

Loss before income taxes

 

(2,545

)

(3,315

)

Income tax expense

 

 

 

Net loss

 

(2,545

)

(3,315

)

Less: Net loss attributable to noncontrolling interests

 

(6

)

(3

)

Net loss attributable to SemiLEDs stockholders

 

$

(2,539

)

$

(3,312

)

Net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

Basic and diluted

 

$

(0.09

)

$

(0.11

)

Shares used in computing net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

Basic and diluted

 

29,084

 

29,056

 

 



 

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Reconciliation of GAAP to Non-GAAP Measures

(In thousands of U.S. dollars, except per share data)

 

 

 

Three Months Ended

 

 

 

February 29,

 

November 30,

 

Non-GAAP Net Loss

 

2016

 

2015

 

 

 

 

 

 

 

GAAP net loss attributable to SemiLEDs stockholders

 

$

(2,539

)

$

(3,312

)

Adjustments:

 

 

 

 

 

Employee termination benefits

 

148

 

 

Stock-based compensation expense

 

158

 

42

 

Income tax effect

 

 

 

Non-GAAP net loss attributable to SemiLEDs stockholders

 

$

(2,233

)

$

(3,270

)

 

 

 

 

 

 

Diluted net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

GAAP net loss

 

$

(0.09

)

$

(0.11

)

Non-GAAP net loss

 

$

(0.08

)

$

(0.11

)

 

 

 

Three Months Ended

 

 

 

February 29,

 

November 30,

 

Free Cash Flow

 

2016

 

2015

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(1,013

)

$

(563

)

Less: Capital expenditures

 

142

 

341

 

Total free cash flows

 

$

(1,155

)

$

(904

)

 




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings