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Form 8-K SemiLEDs Corp For: Jan 14

January 14, 2015 4:10 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): January�14, 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 2.02. Results of Operations and Financial Condition.

On January�14, 2015, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the first quarter of its fiscal year 2015, ended November�30, 2014.

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 January�14, 2015, entitled �SemiLEDs Reports First Quarter Fiscal Year 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: January�14, 2015

SemiLEDs Corporation

By:

/s/ Christopher Lee

Name:

Christopher Lee

Title:

Interim Chief Financial Officer

3



EXHIBIT�INDEX

Exhibit
No.

Description

99.1

Press release, dated January�14, 2015, entitled �SemiLEDs Reports First Quarter Fiscal Year 2015 Financial Results.�

4


Exhibit�99.1

SemiLEDs Reports First Quarter Fiscal Year 2015

Financial Results

Hsinchu, Taiwan (January�14, 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 first quarter of fiscal year 2015, ended November�30, 2014.

Revenue for the first quarter of fiscal 2015 was $2.9 million, a 29% increase compared to $2.3 million in the fourth quarter of fiscal 2014. GAAP net loss attributable to SemiLEDs stockholders for the first quarter of fiscal 2015 was $4.3 million, or a net loss of $0.15 per diluted share, compared to GAAP net loss attributable to SemiLEDs stockholders of $5.4 million, or a net loss of $0.19 per diluted share, for the fourth quarter of fiscal 2014.

�Results during the first quarter were in line with our guidance,� said Trung Doan, Chairman, President and CEO. �With our facility consolidation now concluded and new design wins in our target markets, we look forward to realizing further benefits from these efforts in the second fiscal quarter,� concluded Doan.

On a non-GAAP basis, net loss attributable to SemiLEDs stockholders for the first quarter of fiscal 2015 was $3.9 million, or a net loss of $0.14 per diluted share, compared to non-GAAP net loss attributable to SemiLEDs stockholders of $5.0 million, or a net loss of $0.17 per diluted share for the fourth quarter of fiscal 2014.

GAAP gross margin for the first quarter of fiscal 2015 was negative 53%, compared with gross margin for the fourth quarter of fiscal 2014 of negative 134%. Operating margin for the first quarter of fiscal 2015 was negative 152%, compared with negative 251% in the fourth quarter of fiscal 2014.� The Company�s cash and cash equivalents were $8.7 million at the end of the first quarter of fiscal 2015, compared to the fourth quarter fiscal 2014 ending balance of $12.6 million. Cash used in operating activities was $2.7 million in the first quarter of fiscal 2015.

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Management�s Prepared Remarks

In conjunction with the dissemination of this release, SemiLEDs will post management�s prepared remarks for its first fiscal quarter 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.

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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; 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

Interim Chief Financial Officer

SemiLEDs Corporation

415-471-2700

[email protected]

Erica Mannion

Investor Relations

Sapphire Investor Relations, LLC

415-471-2700

[email protected]

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SEMILEDS CORPORATION

Unaudited Condensed Consolidated Balance Sheets

(In�thousands of U.S. dollars)

November�30,
2014

August�31,
2014

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$

8,723

$

12,649

Accounts receivable, net

2,020

2,130

Accounts receivable from related parties, net

46

41

Inventories

8,788

9,212

Prepaid expenses and other current assets

1,755

1,909

Total current assets

21,332

25,941

Property, plant and equipment, net

24,676

27,063

Intangible assets, net

1,530

1,586

Goodwill

57

59

Investments in unconsolidated entities

2,119

2,204

Other assets

562

764

TOTAL ASSETS

$

50,276

$

57,617

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Current installments of long-term debt

$

1,797

$

1,934

Accounts payable

1,605

2,675

Accrued expenses and other current liabilities

4,339

4,860

Total current liabilities

7,741

9,469

Long-term debt, excluding current installments

3,723

4,256

Total liabilities

11,464

13,725

Commitments and contingencies (Note�5)

EQUITY:

SemiLEDs stockholders� equity

Common stock

Additional paid-in capital

171,400

170,953

Accumulated other comprehensive income

4,426

5,583

Accumulated deficit

(136,961

)

(132,630

)

Total SemiLEDs stockholders� equity

38,865

43,906

Noncontrolling interests

(53

)

(14

)

Total equity

38,812

43,892

TOTAL LIABILITIES AND EQUITY

$

50,276

$

57,617

4



SEMILEDS CORPORATION

Unaudited Condensed Consolidated Statements of Operations

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

Three�Months�Ended

November�30,

August�31,

2014

2014

Revenues, net

$

2,928

$

2,278

Cost of revenues

4,471

5,322

Gross loss

(1,543

)

(3,044

)

Operating expenses:

Research and development

748

829

Selling, general and administrative

2,151

1,842

Total operating expenses

2,899

2,671

Loss from operations

(4,442

)

(5,715

)

Other income (expenses):

Equity in losses from unconsolidated entities, net

(35

)

(31

)

Interest expenses, net

(24

)

(22

)

Other income, net

30

360

Foreign currency transaction gain (loss), net

100

(3

)

Total other income (expenses), net

71

304

Loss before income taxes

(4,371

)

(5,411

)

Income tax expense (benefit)

Net loss

(4,371

)

(5,411

)

Less: Net loss attributable to noncontrolling interests

(40

)

(42

)

Net loss attributable to SemiLEDs stockholders

$

(4,331

)

$

(5,369

)

Net loss per share attributable to SemiLEDs stockholders:

Basic and diluted

$

(0.15

)

$

(0.19

)

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

Basic and diluted

28,446

28,443

5



SEMILEDS CORPORATION

Unaudited Reconciliation of GAAP to Non-GAAP Measures

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

Three�Months�Ended

November�30,

August�31,

Non-GAAP�Net�Loss�

2014

2014

GAAP net loss attributable to SemiLEDs stockholders

$

(4,331

)

$

(5,369

)

Adjustments:

Stock-based compensation expense

447

415

Income tax effect

Non-GAAP net loss attributable to SemiLEDs stockholders

$

(3,884

)

$

(4,954

)

Diluted net loss per share attributable to SemiLEDs stockholders:

GAAP net loss

$

(0.15

)

$

(0.19

)

Non-GAAP net loss

$

(0.14

)

$

(0.17

)

Three�Months�Ended

November�30,

August�31,

Free�Cash�Flow�

2014

2014

Net cash used in operating activities

$

(2,673

)

$

(1,931

)

Less: Capital expenditures

601

771

Total free cash flows

$

(3,274

)

$

(2,702

)

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