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Form 8-K SemiLEDs Corp For: Jul 09

July 9, 2015 4:14 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): July 9, 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 July 9, 2015, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the third fiscal quarter ended May 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 July 9, 2015, entitled “SemiLEDs Reports Third 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: July 9, 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 July 9, 2015, entitled “SemiLEDs Reports Third Quarter Fiscal Year 2015 Financial Results.”

 

4


Exhibit 99.1

 

GRAPHIC

 

SemiLEDs Reports Third Quarter Fiscal Year 2015

Financial Results

 

Hsinchu, Taiwan (July 9, 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 third quarter of fiscal year 2015, ended May 31, 2015.

 

Revenue for the third quarter of fiscal 2015 was $3.5 million, a 23% decrease compared to $4.6 million in the second quarter of fiscal 2015. GAAP net loss attributable to SemiLEDs stockholders for the third quarter of fiscal 2015 was $3.0 million, or a net loss of $0.11 per diluted share, compared to GAAP net loss attributable to SemiLEDs stockholders of $2.9 million, or a net loss of $0.10 per diluted share for the second quarter of fiscal 2015.

 

Our continuing efforts to improve operating efficiency have resulted in a positive cash-inflow from operating activities in the third quarter,” said Trung Doan, Chairman, President and CEO. “As we reduce our cost and expect to secure new design wins, we look forward to further improving our cash position and margin,” concluded Doan.

 

On a non-GAAP basis, net loss attributable to SemiLEDs stockholders for the third quarter of fiscal 2015 was $2.8 million, or a net loss of $0.10 per diluted share, compared to non-GAAP net loss attributable to SemiLEDs stockholders of $2.5 million, or a net loss of $0.09 per diluted share for the second quarter of fiscal 2015.

 

GAAP gross margin for the third quarter of fiscal 2015 was negative 24%, compared with gross margin for the second quarter of fiscal 2015 of negative 14%. Operating margin for the third quarter of fiscal 2015 was negative 88%, compared with negative 62% in the second quarter of fiscal 2015. The Company’s cash and cash equivalents were $6.0 million at the end of the third quarter of fiscal 2015, compared to $6.7 million at the end of the second quarter of fiscal 2015. Cash provided by operating activities was $0.1 million in the third 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 third 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.

 

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; 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

+886-37-586788

[email protected]

 

3



 

SEMILEDS CORPORATION

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars)

 

 

 

May 31,
2015

 

February 28,
2015

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

6,016

 

$

6,734

 

Accounts receivable, net of allowance for doubtful accounts of $1,334 and $1,304 as of May 31, 2015 and February 28, 2015, respectively

 

2,135

 

2,852

 

Accounts receivable from related parties, net of allowance for doubtful accounts of $1,371 and $1,344 as of May 31, 2015 and February 28, 2015, respectively

 

26

 

55

 

Inventories

 

6,618

 

7,519

 

Prepaid expenses and other current assets

 

1,029

 

1,375

 

Total current assets

 

15,824

 

18,535

 

Property, plant and equipment, net

 

23,483

 

23,866

 

Intangible assets, net

 

1,481

 

1,492

 

Goodwill

 

57

 

56

 

Investments in unconsolidated entities

 

2,135

 

2,074

 

Other assets

 

713

 

487

 

TOTAL ASSETS

 

$

43,693

 

$

46,510

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Current installments of long-term debt

 

$

1,457

 

$

1,695

 

Accounts payable

 

1,806

 

2,294

 

Accrued expenses and other current liabilities

 

3,645

 

3,430

 

Total current liabilities

 

6,908

 

7,419

 

Long-term debt, excluding current installments

 

3,126

 

3,295

 

Total liabilities

 

10,034

 

10,714

 

Commitments and contingencies

 

 

 

 

 

EQUITY:

 

 

 

 

 

SemiLEDs stockholders’ equity

 

 

 

 

 

Common stock, $0.0000056 par value—75,000 shares authorized; 29,052 shares and 28,453 shares issued and outstanding as of May 31, 2015 and February 28, 2015, respectively

 

 

 

Additional paid-in capital

 

171,920

 

171,653

 

Accumulated other comprehensive income

 

4,580

 

3,936

 

Accumulated deficit

 

(142,904

)

(139,863

)

Total SemiLEDs stockholders’ equity

 

33,596

 

35,726

 

Noncontrolling interests

 

63

 

70

 

Total equity

 

33,659

 

35,796

 

TOTAL LIABILITIES AND EQUITY

 

$

43,693

 

$

46,510

 

 

4



 

SEMILEDS CORPORATION

Unaudited Condensed Consolidated Statements of Operations

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

 

 

 

Three Months Ended

 

 

 

May 31,

 

February 28,

 

 

 

2015

 

2015

 

Revenues, net

 

$

3,508

 

$

4,566

 

Cost of revenues

 

4,367

 

5,217

 

Gross loss

 

(859

)

(651

)

Operating expenses:

 

 

 

 

 

Research and development

 

594

 

612

 

Selling, general and administrative

 

1,621

 

1,876

 

Gain on disposal of long-lived assets, net

 

 

(287

)

Total operating expenses

 

2,215

 

2,201

 

Loss from operations

 

(3,074

)

(2,852

)

Other income (expenses):

 

 

 

 

 

Equity in income (loss) from unconsolidated entities, net

 

40

 

(21

)

Interest expenses, net

 

(26

)

(24

)

Other income, net

 

29

 

29

 

Foreign currency transaction loss, net

 

(15

)

(36

)

Total other income (expenses), net

 

28

 

(52

)

Loss before income taxes

 

(3,046

)

(2,904

)

Income tax expense

 

 

1

 

Net loss

 

(3,046

)

(2,905

)

Less: Net loss attributable to noncontrolling interests

 

(5

)

(3

)

Net loss attributable to SemiLEDs stockholders

 

$

(3,041

)

$

(2,902

)

Net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

Basic and diluted

 

$

(0.11

)

$

(0.10

)

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

 

 

 

 

 

Basic and diluted

 

28,567

 

28,483

 

 

5



 

SEMILEDS CORPORATION

Unaudited Reconciliation of GAAP to Non-GAAP Measures

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

 

 

 

Three Months Ended

 

 

 

May 31,

 

February 28,

 

Non-GAAP Net Loss

 

2015

 

2015

 

 

 

 

 

 

 

GAAP net loss attributable to SemiLEDs stockholders

 

$

(3,041

)

$

(2,902

)

Adjustments:

 

 

 

 

 

Stock-based compensation expense

 

267

 

378

 

Income tax effect

 

 

 

Non-GAAP net loss attributable to SemiLEDs stockholders

 

$

(2,774

)

$

(2,524

)

 

 

 

 

 

 

Diluted net loss per share attributable to SemiLEDs stockholders:

 

 

 

 

 

GAAP net loss

 

$

(0.11

)

$

(0.10

)

Non-GAAP net loss

 

$

(0.10

)

$

(0.09

)

 

 

 

Three Months Ended

 

 

 

May 31,

 

February 28,

 

Free Cash Flow

 

2015

 

2015

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

104

 

$

(1,359

)

Less: Capital expenditures

 

275

 

423

 

Total free cash flows

 

$

(171

)

$

(1,782

)

 

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