Form 8-K SemiLEDs Corp For: Apr 12
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 |
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001-34992 |
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20-2735523 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
3F, No.11 Ke Jung Rd., Chu-Nan Site, |
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350 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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 Companys 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 Companys 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:
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Trung T. Doan |
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16,203,281 |
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111,704 |
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5,085,938 |
Arthur H. del Prado |
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16,203,281 |
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111,704 |
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5,085,938 |
Dr. Edward Hsieh |
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16,210,691 |
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104,294 |
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5,085,938 |
Scott R. Simplot |
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16,014,741 |
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300,244 |
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5,085,938 |
Walter Michael Gough |
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16,219,171 |
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95,814 |
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5,085,938 |
Proposal 2:
The appointment of KPMG (Taiwan) as the Companys 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 |
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Votes Against |
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Abstain |
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Broker Non-Votes (1) |
|
|
|
|
|
|
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21,241,932 |
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56,093 |
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102,898 |
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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 |
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Abstain |
|
Broker Non-Votes |
|
|
|
|
|
|
|
18,973,457 |
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2,328,812 |
|
98,654 |
|
0 |
The Companys 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
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|
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99.1 |
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Press release, dated April 12, 2016, entitled SemiLEDs Reports Second Quarter Fiscal Year 2016 Financial Results. |
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 |
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SemiLEDs Corporation | |
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By: |
/s/ Christopher Lee |
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Name: |
Christopher Lee |
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Title: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
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Description |
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|
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99.1 |
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Press release, dated April 12, 2016, entitled SemiLEDs Reports Second Quarter Fiscal Year 2016 Financial Results. |
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 Companys 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.
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 Companys 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.
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 managements 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 SECs 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
SEMILEDS CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands of U.S. dollars)
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February 29, |
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November 30, |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
5,306 |
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$ |
3,469 |
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Accounts receivable (including related parties), net |
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1,185 |
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1,993 |
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Inventories |
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4,964 |
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5,210 |
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Prepaid expenses and other current assets |
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1,025 |
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1,042 |
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Total current assets |
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12,480 |
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11,714 |
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Property, plant and equipment, net |
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17,962 |
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19,531 |
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Intangible assets, net |
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1,262 |
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1,311 |
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Goodwill |
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53 |
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54 |
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Investments in unconsolidated entities |
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1,982 |
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2,008 |
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Other assets |
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607 |
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640 |
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TOTAL ASSETS |
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$ |
34,346 |
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$ |
35,258 |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES: |
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Current installments of long-term debt |
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$ |
509 |
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$ |
703 |
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Accounts payable |
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1,528 |
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1,749 |
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Accrued expenses and other current liabilities |
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3,506 |
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4,021 |
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Total current liabilities |
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5,543 |
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6,473 |
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Long-term debt, excluding current installments |
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2,627 |
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2,756 |
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Other liability |
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2,955 |
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Total liabilities |
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11,125 |
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9,229 |
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Commitments and contingencies |
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EQUITY: |
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SemiLEDs stockholders equity |
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Common stock |
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Additional paid-in capital |
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172,317 |
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172,159 |
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Accumulated other comprehensive income |
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2,596 |
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3,019 |
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Accumulated deficit |
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(151,755 |
) |
(149,216 |
) | ||
Total SemiLEDs stockholders equity |
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23,158 |
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25,962 |
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Noncontrolling interests |
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63 |
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67 |
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Total equity |
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23,221 |
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26,029 |
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TOTAL LIABILITIES AND EQUITY |
|
$ |
34,346 |
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$ |
35,258 |
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SEMILEDS CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(In thousands of U.S. dollars and shares, except per share data)
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Three Months Ended |
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February 29, |
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November 30, |
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Revenues, net |
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$ |
2,916 |
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$ |
2,963 |
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Cost of revenues |
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3,711 |
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4,407 |
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Gross loss |
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(795 |
) |
(1,444 |
) | ||
Operating expenses: |
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Research and development |
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622 |
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601 |
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Selling, general and administrative |
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1,203 |
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1,087 |
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Employee termination benefits |
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148 |
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Loss on disposals of long-lived assets |
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2 |
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Total operating expenses |
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1,975 |
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1,688 |
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Loss from operations |
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(2,770 |
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(3,132 |
) | ||
Other income (expenses): |
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Equity in gain (loss) from unconsolidated entities |
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8 |
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(8 |
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Interest expenses, net |
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(13 |
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(16 |
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Other income, net |
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27 |
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26 |
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Foreign currency transaction gain (loss), net |
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203 |
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(185 |
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Total other income (expenses), net |
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225 |
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(183 |
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Loss before income taxes |
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(2,545 |
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(3,315 |
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Income tax expense |
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Net loss |
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(2,545 |
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(3,315 |
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Less: Net loss attributable to noncontrolling interests |
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(6 |
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(3 |
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Net loss attributable to SemiLEDs stockholders |
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$ |
(2,539 |
) |
$ |
(3,312 |
) |
Net loss per share attributable to SemiLEDs stockholders: |
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Basic and diluted |
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$ |
(0.09 |
) |
$ |
(0.11 |
) |
Shares used in computing net loss per share attributable to SemiLEDs stockholders: |
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Basic and diluted |
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29,084 |
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29,056 |
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SEMILEDS CORPORATION AND SUBSIDIARIES
Unaudited Reconciliation of GAAP to Non-GAAP Measures
(In thousands of U.S. dollars, except per share data)
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Three Months Ended |
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February 29, |
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November 30, |
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Non-GAAP Net Loss |
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2016 |
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2015 |
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GAAP net loss attributable to SemiLEDs stockholders |
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$ |
(2,539 |
) |
$ |
(3,312 |
) |
Adjustments: |
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Employee termination benefits |
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148 |
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Stock-based compensation expense |
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158 |
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42 |
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Income tax effect |
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Non-GAAP net loss attributable to SemiLEDs stockholders |
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$ |
(2,233 |
) |
$ |
(3,270 |
) |
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Diluted net loss per share attributable to SemiLEDs stockholders: |
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GAAP net loss |
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$ |
(0.09 |
) |
$ |
(0.11 |
) |
Non-GAAP net loss |
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$ |
(0.08 |
) |
$ |
(0.11 |
) |
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Three Months Ended |
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February 29, |
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November 30, |
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Free Cash Flow |
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2016 |
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2015 |
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Net cash used in operating activities |
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$ |
(1,013 |
) |
$ |
(563 |
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Less: Capital expenditures |
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142 |
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341 |
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Total free cash flows |
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$ |
(1,155 |
) |
$ |
(904 |
) |
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