Form 8-K SemiLEDs Corp For: Dec 10
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): December 10, 2015
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 1.01. Entry into a Material Definitive Agreement.
On December 10, 2015, SemiLEDs Corporation (the Company) entered into a Building Purchase Agreement (the Agreement) with a third party (Buyer). Pursuant to the Agreement, the Buyer will purchase the Companys headquarter building located at 3F, No.11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C, for a purchase price of US$5.2 million. The purchase price will be paid in three installments: US$3 million at signing and after the Company creates a second mortgage on the property; US$1 million on December 31, 2016; and the final US$1.2 million on December 31, 2017. Until the expected closing on December 31, 2017, the Company will have the option (i) to repurchase the building at any time or (ii) to sell the building to another party, provided, that Buyers prior consent shall be obtained if the selling price is less than US$5.2 million. In either case, the Company would be required to pay Buyer the amount that it has paid the Company to date under the Agreement, plus interest at a rate of Libor plus 2.25%. Title to the property will not transfer to Buyer until the last payment is received.
Buyer may terminate the Agreement if (i) the Company reconstructs, dissolves or merges, (ii) the parties fail to reach a mutual agreement relating to ODM, technology transfer and licensing of LED EPI and LED chips, or (iii) there is a change of control of the Company. In such termination, the Company shall return to Buyer all of the payments received plus interest.
The above description is qualified in its entirety by reference to the actual Agreement, which will be filed as an exhibit to the Companys Form 10-Q for the quarter ended February 29, 2016.
Item 2.02. Results of Operations and Financial Condition.
On December 15, 2015, SemiLEDs Corporation issued a press release announcing its financial results for the fourth quarter and the fiscal year ended August 31, 2015.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
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99.1 |
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Press release, dated December 15, 2015, entitled SemiLEDs Reports Fourth Quarter and Fiscal Year End 2015 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: December 15, 2015 |
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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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99.1 |
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Press release, dated December 15, 2015, entitled SemiLEDs Reports Fourth Quarter and Fiscal Year End 2015 Financial Results. |
Exhibit 99.1
SemiLEDs Reports Fourth Quarter and Fiscal Year End 2015
Financial Results
Hsinchu, Taiwan (December 15, 2015) 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 fourth quarter and full year of fiscal year 2015, ended August 31, 2015.
Revenue for the fourth quarter of fiscal 2015 was $3.1 million, an 11% decrease compared to $3.5 million in the third quarter of fiscal 2015. GAAP net loss attributable to SemiLEDs stockholders for the fourth quarter of fiscal 2015 was $3.0 million, which is the same as the third quarter of fiscal 2015, or a net loss of $0.10 per diluted share, compared to a net loss of $0.11 per diluted share for the third quarter of fiscal 2015.
We are restructuring to move toward a fabless business model in which we will utilize Foundry Fabs to ODM our chips using our developed technology, said Trung Doan, Chairman, President and CEO. This will enable us to focus on our higher margin and less capital intensive Component business, concluded Doan.
On a non-GAAP basis, net loss attributable to SemiLEDs stockholders for the fourth quarter of fiscal 2015 was $2.8 million, or a net loss of $0.10 per diluted share, which is the same as the third quarter of fiscal 2015.
Revenue for fiscal 2015 was $14.1 million, a 2% decrease compared to $14.5 million for fiscal 2014. GAAP net loss attributable to SemiLEDs stockholders for fiscal 2015 was $13.3 million, or a net loss of $0.46 per diluted share, compared to GAAP net loss attributable to SemiLEDs stockholders of $24.5 million, or a net loss of $0.87 per diluted share, for fiscal 2014.
On a non-GAAP basis, net loss attributable to SemiLEDs stockholders for fiscal 2015 was $12.0 million, or a net loss of $0.42 per diluted share, compared to non-GAAP net loss attributable to SemiLEDs stockholders of $22.5 million, or a net loss of $0.80 per diluted share, for fiscal 2014.
GAAP gross margin for the fourth quarter of fiscal 2015 was negative 33%, compared with gross margin for the third quarter of fiscal 2015 of negative 24%. Operating margin for the fourth quarter of fiscal 2015 was negative 94%, compared with negative 88% in the third quarter of fiscal 2015. The Companys cash and cash equivalents were $4.8 million at the end of fiscal 2015, compared to $6.0 million at the end of the third quarter of fiscal 2015. Cash used in operating activities was $0.6 million in the fourth quarter of fiscal 2015, compared to cash provided by operating activities of $0.1 million in the third quarter of fiscal 2015.
Managements Prepared Remarks
In conjunction with the dissemination of this release, SemiLEDs will post managements prepared remarks for the fourth quarter and fiscal 2015 financial results on the Investors section of its website at http://investors.semileds.com/events.cfm.
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, 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
Consolidated Balance Sheets
(In thousands of U.S. dollars)
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August 31, |
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August 31, |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
4,808 |
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$ |
12,649 |
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Accounts receivable (including related parties), net |
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2,049 |
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2,171 |
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Inventories |
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5,924 |
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9,212 |
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Prepaid expenses and other current assets |
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891 |
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1,909 |
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Total current assets |
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13,672 |
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25,941 |
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Property, plant and equipment, net |
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20,779 |
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27,063 |
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Intangible assets, net |
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1,353 |
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1,586 |
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Goodwill |
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54 |
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59 |
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Investments in unconsolidated entities |
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2,014 |
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2,204 |
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Other assets |
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648 |
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764 |
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TOTAL ASSETS |
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$ |
38,520 |
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$ |
57,617 |
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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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$ |
1,068 |
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$ |
1,934 |
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Accounts payable |
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1,650 |
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2,675 |
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Accrued expenses and other current liabilities |
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3,597 |
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4,860 |
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Total current liabilities |
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6,315 |
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9,469 |
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Long-term debt, excluding current installments |
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2,839 |
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4,256 |
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Total liabilities |
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9,154 |
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13,725 |
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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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172,117 |
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170,953 |
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Accumulated other comprehensive income |
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3,083 |
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5,583 |
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Accumulated deficit |
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(145,904 |
) |
(132,630 |
) | ||
Total SemiLEDs stockholders equity |
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29,296 |
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43,906 |
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Noncontrolling interests |
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70 |
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(14 |
) | ||
Total equity |
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29,366 |
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43,892 |
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TOTAL LIABILITIES AND EQUITY |
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$ |
38,520 |
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$ |
57,617 |
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SEMILEDS CORPORATION
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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Year Ended August 31, |
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August 31, 2015 |
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May 31, 2015 |
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2015 |
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2014 |
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(Unaudited) |
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(Unaudited) |
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Revenues, net |
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$ |
3,122 |
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$ |
3,508 |
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$ |
14,124 |
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$ |
14,481 |
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Cost of revenues |
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4,159 |
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4,367 |
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18,214 |
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25,792 |
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Gross loss |
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(1,037 |
) |
(859 |
) |
(4,090 |
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(11,311 |
) | ||||
Operating expenses: |
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Research and development |
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489 |
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594 |
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2,443 |
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4,199 |
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Selling, general and administrative |
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1,338 |
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1,621 |
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6,986 |
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9,279 |
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Loss (Gain) on disposals of long-lived asset, net |
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66 |
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(221 |
) |
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Total operating expenses |
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1,893 |
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2,215 |
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9,208 |
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13,478 |
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Loss from operations |
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(2,930 |
) |
(3,074 |
) |
(13,298 |
) |
(24,789 |
) | ||||
Other income (expenses): |
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Equity in losses from unconsolidated entities, net |
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(40 |
) |
40 |
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(56 |
) |
(183 |
) | ||||
Interest expenses, net |
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(20 |
) |
(26 |
) |
(94 |
) |
(83 |
) | ||||
Other income, net |
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31 |
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29 |
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119 |
|
519 |
| ||||
Foreign currency transaction income (loss), net |
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(37 |
) |
(15 |
) |
12 |
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(74 |
) | ||||
Total other income (expenses), net |
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(66 |
) |
28 |
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(19 |
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179 |
| ||||
Loss before income taxes |
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(2,996 |
) |
(3,046 |
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(13,317 |
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(24,610 |
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Income tax expense |
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1 |
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Net loss |
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(2,996 |
) |
(3,046 |
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(13,318 |
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(24,610 |
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Less: Net loss attributable to noncontrolling interests |
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4 |
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(5 |
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(44 |
) |
(135 |
) | ||||
Net loss attributable to SemiLEDs stockholders |
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$ |
(3,000 |
) |
$ |
(3,041 |
) |
$ |
(13,274 |
) |
$ |
(24,475 |
) |
Net loss per share attributable to SemiLEDs stockholders: |
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Basic and diluted |
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$ |
(0.10 |
) |
$ |
(0.11 |
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$ |
(0.46 |
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$ |
(0.87 |
) |
Shares used in computing net loss per share attributable to SemiLEDs stockholders: |
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Basic and diluted |
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29,133 |
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28,567 |
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28,710 |
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28,141 |
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SEMILEDS CORPORATION
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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Year Ended August 31, |
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Non-GAAP Net Loss |
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August 31, 2015 |
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May 31, 2015 |
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2015 |
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2014 |
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GAAP net loss attributable to SemiLEDs stockholders |
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$ |
(3,000 |
) |
$ |
(3,041 |
) |
$ |
(13,274 |
) |
$ |
(24,475 |
) |
Adjustments: |
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Stock-based compensation expense |
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197 |
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267 |
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1,289 |
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1,945 |
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Income tax effect |
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Non-GAAP net loss attributable to SemiLEDs stockholders |
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$ |
(2,803 |
) |
$ |
(2,774 |
) |
$ |
(11,985 |
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$ |
(22,530 |
) |
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Diluted net loss per share attributable to SemiLEDs stockholders: |
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GAAP net loss |
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$ |
(0.10 |
) |
$ |
(0.11 |
) |
$ |
(0.46 |
) |
$ |
(0.87 |
) |
Non-GAAP net loss |
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$ |
(0.10 |
) |
$ |
(0.10 |
) |
$ |
(0.42 |
) |
$ |
(0.80 |
) |
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Three Months Ended |
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Year Ended August 31, |
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Free Cash Flow |
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August 31, 2015 |
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May 31, 2015 |
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2015 |
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2014 |
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Net cash provided by (used in) operating activities |
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$ |
(597 |
) |
$ |
104 |
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$ |
(4,525 |
) |
$ |
(15,698 |
) |
Less: Capital expenditures |
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275 |
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275 |
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1,574 |
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2,682 |
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Total free cash flows |
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$ |
(872 |
) |
$ |
(171 |
) |
$ |
(6,099 |
) |
$ |
(18,380 |
) |
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