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Form 8-K SemiLEDs Corp For: Dec 10

December 15, 2015 4:06 PM EST

 

 

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

 

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 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 Company’s 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 Buyer’s 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 Company’s 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
No.

 

Description

 

 

 

99.1

 

Press release, dated December 15, 2015, entitled “SemiLEDs Reports Fourth Quarter and Fiscal Year End 2015 Financial Results.”

 

2



 

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

 

 

 

 

SemiLEDs Corporation

 

 

 

 

 

By:

/s/ Christopher Lee

 

 

 

 

Name:

Christopher Lee

 

 

 

 

Title:

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release, dated December 15, 2015, entitled “SemiLEDs Reports Fourth Quarter and Fiscal Year End 2015 Financial Results.”

 

4


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 Company’s 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.

 

1



 

Management’s Prepared Remarks

 

In conjunction with the dissemination of this release, SemiLEDs will post management’s 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 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, 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

Consolidated Balance Sheets

(In thousands of U.S. dollars)

 

 

 

August 31,
2015

 

August 31,
2014

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

4,808

 

$

12,649

 

Accounts receivable (including related parties), net

 

2,049

 

2,171

 

Inventories

 

5,924

 

9,212

 

Prepaid expenses and other current assets

 

891

 

1,909

 

Total current assets

 

13,672

 

25,941

 

Property, plant and equipment, net

 

20,779

 

27,063

 

Intangible assets, net

 

1,353

 

1,586

 

Goodwill

 

54

 

59

 

Investments in unconsolidated entities

 

2,014

 

2,204

 

Other assets

 

648

 

764

 

TOTAL ASSETS

 

$

38,520

 

$

57,617

 

LIABILITIES AND EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Current installments of long-term debt

 

$

1,068

 

$

1,934

 

Accounts payable

 

1,650

 

2,675

 

Accrued expenses and other current liabilities

 

3,597

 

4,860

 

Total current liabilities

 

6,315

 

9,469

 

Long-term debt, excluding current installments

 

2,839

 

4,256

 

Total liabilities

 

9,154

 

13,725

 

Commitments and contingencies

 

 

 

 

 

EQUITY:

 

 

 

 

 

SemiLEDs stockholders’ equity

 

 

 

 

 

Common stock

 

 

 

Additional paid-in capital

 

172,117

 

170,953

 

Accumulated other comprehensive income

 

3,083

 

5,583

 

Accumulated deficit

 

(145,904

)

(132,630

)

Total SemiLEDs stockholders’ equity

 

29,296

 

43,906

 

Noncontrolling interests

 

70

 

(14

)

Total equity

 

29,366

 

43,892

 

TOTAL LIABILITIES AND EQUITY

 

$

38,520

 

$

57,617

 

 



 

SEMILEDS CORPORATION

Consolidated Statements of Operations

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

 

 

 

Three Months Ended

 

Year Ended August 31,

 

 

 

August 31, 2015

 

May 31, 2015

 

2015

 

2014

 

 

 

(Unaudited)

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, net

 

$

3,122

 

$

3,508

 

$

14,124

 

$

14,481

 

Cost of revenues

 

4,159

 

4,367

 

18,214

 

25,792

 

Gross loss

 

(1,037

)

(859

)

(4,090

)

(11,311

)

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

489

 

594

 

2,443

 

4,199

 

Selling, general and administrative

 

1,338

 

1,621

 

6,986

 

9,279

 

Loss (Gain) on disposals of long-lived asset, net

 

66

 

 

(221

)

 

Total operating expenses

 

1,893

 

2,215

 

9,208

 

13,478

 

Loss from operations

 

(2,930

)

(3,074

)

(13,298

)

(24,789

)

Other income (expenses):

 

 

 

 

 

 

 

 

 

Equity in losses from unconsolidated entities, net

 

(40

)

40

 

(56

)

(183

)

Interest expenses, net

 

(20

)

(26

)

(94

)

(83

)

Other income, net

 

31

 

29

 

119

 

519

 

Foreign currency transaction income (loss), net

 

(37

)

(15

)

12

 

(74

)

Total other income (expenses), net

 

(66

)

28

 

(19

)

179

 

Loss before income taxes

 

(2,996

)

(3,046

)

(13,317

)

(24,610

)

Income tax expense

 

 

 

1

 

 

Net loss

 

(2,996

)

(3,046

)

(13,318

)

(24,610

)

Less: Net loss attributable to noncontrolling interests

 

4

 

(5

)

(44

)

(135

)

Net loss attributable to SemiLEDs stockholders

 

$

(3,000

)

$

(3,041

)

$

(13,274

)

$

(24,475

)

Net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.10

)

$

(0.11

)

$

(0.46

)

$

(0.87

)

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

 

 

 

 

 

 

 

 

 

Basic and diluted

 

29,133

 

28,567

 

28,710

 

28,141

 

 



 

SEMILEDS CORPORATION

Unaudited Reconciliation of GAAP to Non-GAAP Measures

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

 

 

 

Three Months Ended

 

Year Ended August 31,

 

Non-GAAP Net Loss 

 

August 31, 2015

 

May 31, 2015

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss attributable to SemiLEDs stockholders

 

$

(3,000

)

$

(3,041

)

$

(13,274

)

$

(24,475

)

Adjustments:

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

197

 

267

 

1,289

 

1,945

 

Income tax effect

 

 

 

 

 

Non-GAAP net loss attributable to SemiLEDs stockholders

 

$

(2,803

)

$

(2,774

)

$

(11,985

)

$

(22,530

)

 

 

 

 

 

 

 

 

 

 

Diluted net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(0.10

)

$

(0.11

)

$

(0.46

)

$

(0.87

)

Non-GAAP net loss

 

$

(0.10

)

$

(0.10

)

$

(0.42

)

$

(0.80

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Year Ended August 31,

 

Free Cash Flow

 

August 31, 2015

 

May 31, 2015

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

(597

)

$

104

 

$

(4,525

)

$

(15,698

)

Less: Capital expenditures

 

275

 

275

 

1,574

 

2,682

 

Total free cash flows

 

$

(872

)

$

(171

)

$

(6,099

)

$

(18,380

)

 




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