8-K
SemiLEDs Corp (LEDS)
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 3, 2024
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,<br><br>Hsinchu Science Park, Chu-Nan 350,<br><br>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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0000056 | LEDS | The Nasdaq Stock Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 3, 2024, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the second quarter of its fiscal year 2024, ended February 29, 2024.
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 April 3, 2024, entitled “SemiLEDs Reports Second Quarter Fiscal Year 2024 Financial Results.” |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. |
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 3, 2024 | ||
|---|---|---|
| SemiLEDs Corporation | ||
| By: | /s/ Christopher Lee | |
| Name: | Christopher Lee | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
SemiLEDs Reports Second Quarter Fiscal Year 2024
Financial Results
Hsinchu, Taiwan (April 3, 2024)— 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 2024, ended February 29, 2024.
Revenue for the second quarter of fiscal 2024 decreased to $886 thousand, compared to $1.6 million in the first quarter of fiscal 2024. GAAP net loss attributable to SemiLEDs stockholders for the second quarter of fiscal 2024 decreased to $559 thousand, or $(0.11) per diluted share, compared to a net loss of $598 thousand, or $(0.12) per diluted share, in the first quarter of fiscal 2024. We shut down our manufacturing production from February 3 to February 18 due to the Chinese New Year holiday.
GAAP gross margin for the second quarter of fiscal 2024 decreased to 13%, compared to 15% for the first quarter of fiscal 2024. Operating margin for the second quarter of fiscal 2024 was negative 94%, compared with negative 50% for the first quarter of fiscal 2024. The Company’s cash and cash equivalents were $1.6 million at February 29, 2024, compared to $2.3 million at the end of the first quarter of fiscal 2024.
We expect revenue for the third quarter ending May 31, 2024 to be approximately $1.0 million +/- 10%.
On July 11, 2023, we received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we did not meet the minimum of $2,500,000 in stockholders’ equity required by Nasdaq Listing Rule 5550(b)(1) (the “Listing Rule”) for continued listing, or the alternatives of market value of listed securities or net income from continuing operations. Pursuant to the Listing Rule, we submitted a plan to regain compliance with the Listing Rule. Nasdaq accepted our plan and granted us an extension through January 8, 2024. Based on our Form 8-K, dated January 9, 2024, Nasdaq determined that we comply with the Listing Rule 5550(b)(1). However, if we fail to evidence compliance upon filing our next periodic report, we may be subject to delisting. Based on our second quarter stockholders’ equity, we believe we are in compliance with the minimum stockholders’ equity requirement.
About SemiLEDs
SemiLEDs develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system 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.
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, revenue expectations for the third quarter ending May 31, 2024, 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 |
| investor@semileds.com |
SEMILEDS CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands of U.S. dollars)
| February 29, | November 30, | |||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 1,613 | $ | 2,322 | ||
| Restricted cash and cash equivalents | 79 | 80 | ||||
| Accounts receivable (including related parties), net | 748 | 897 | ||||
| Inventories | 3,751 | 3,895 | ||||
| Prepaid expenses and other current assets | 245 | 145 | ||||
| Total current assets | 6,436 | 7,339 | ||||
| Property, plant and equipment, net | 2,996 | 3,172 | ||||
| Operating lease right of use assets | 1,313 | 1,362 | ||||
| Intangible assets, net | 96 | 100 | ||||
| Investments in unconsolidated entities | 986 | 1,001 | ||||
| Other assets | 192 | 186 | ||||
| TOTAL ASSETS | $ | 12,019 | $ | 13,160 | ||
| LIABILITIES AND EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Current installments of long-term debt | $ | 2,859 | $ | 5,055 | ||
| Accounts payable | 179 | 409 | ||||
| Accrued expenses and other current liabilities | 2,562 | 2,895 | ||||
| Other payable to related parties | 904 | 1,452 | ||||
| Operating lease liabilities, current | 132 | 88 | ||||
| Total current liabilities | 6,636 | 9,899 | ||||
| Long-term debt, excluding current installments | 1,110 | 1,237 | ||||
| Operating lease liabilities, less current portion | 1,181 | 1,274 | ||||
| Total liabilities | 8,927 | 12,410 | ||||
| EQUITY: | ||||||
| SemiLEDs stockholders’ equity | ||||||
| Common stock | — | — | ||||
| Additional paid-in capital | 187,275 | 184,359 | ||||
| Accumulated other comprehensive income | 3,571 | 3,588 | ||||
| Accumulated deficit | (187,802 | ) | (187,243 | ) | ||
| Total SemiLEDs stockholders' equity | 3,044 | 704 | ||||
| Noncontrolling interests | 48 | 46 | ||||
| Total equity | 3,092 | 750 | ||||
| TOTAL LIABILITIES AND EQUITY | $ | 12,019 | $ | 13,160 |
SEMILEDS CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(In thousands of U.S. dollars and shares, except per share data)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| February 29, | November 30, | |||||
| 2024 | 2023 | |||||
| Revenues, net | $ | 886 | $ | 1,650 | ||
| Cost of revenues | 774 | 1,405 | ||||
| Gross profit | 112 | 245 | ||||
| Operating expenses: | ||||||
| Research and development | 251 | 372 | ||||
| Selling, general and administrative | 693 | 742 | ||||
| Gain on disposals of long-lived assets | — | (50 | ) | |||
| Total operating expenses | 944 | 1,064 | ||||
| Loss from operations | (832 | ) | (819 | ) | ||
| Other income (expenses): | ||||||
| Investment income (loss) | (5 | ) | 8 | |||
| Interest expenses, net | (65 | ) | (88 | ) | ||
| Other income, net | 377 | 259 | ||||
| Foreign currency transaction loss, net | (32 | ) | 44 | |||
| Total other income, net | 275 | 223 | ||||
| Loss before income taxes | (557 | ) | (596 | ) | ||
| Income tax expense | — | — | ||||
| Net loss | (557 | ) | (596 | ) | ||
| Less: Net income attributable to noncontrolling interests | 2 | 2 | ||||
| Net loss attributable to SemiLEDs stockholders | $ | (559 | ) | $ | (598 | ) |
| Net loss per share attributable to SemiLEDs stockholders: | ||||||
| Basic and diluted | $ | (0.11 | ) | $ | (0.12 | ) |
| Shares used in computing net loss per share attributable to SemiLEDs stockholders: | ||||||
| Basic and diluted | 4,905 | 4,885 |