8-K

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 10, 2019

SEMILEDS CORPORATION

(Exact name of registrant as specified in charter)

Delaware	001-34992	20-2735523
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) 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 10, 2019, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the second quarter of its fiscal year 2019, ended February 28, 2019.

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 10, 2019, entitled “SemiLEDs Reports Second Quarter Fiscal Year 2019 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: April 10, 2019
	SemiLEDs Corporation
	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Chief Financial Officer

3

EX-99.1

Exhibit 99.1

SemiLEDs Reports Second Quarter Fiscal Year 2019

Financial Results

Hsinchu, Taiwan (April 10, 2019) — 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 2019, ended February 28, 2019.

Revenue for the second quarter of fiscal 2019 was $1.6 million, a 68% increase compared to $972 thousand in the first quarter of fiscal 2019. GAAP net loss attributable to SemiLEDs stockholders for the second quarter of fiscal 2019 was $847 thousand, compared to a loss of $978 thousand in the first quarter of fiscal 2019, or a net loss of $0.24 per diluted share, compared to a net loss of $0.27 per diluted share for the first quarter of fiscal 2019.In the second quarter, we shut down our manufacturing production for two weeks due to the Chinese New Year holiday.

GAAP gross margin for the second quarter of fiscal 2019 was breakeven, compared with gross margin for the first quarter of fiscal 2019 of negative 23%. Operating margin for the second quarter of fiscal 2019 was negative 56%, compared with negative 105% in the first quarter of fiscal 2019. The Company’s cash and cash equivalents was $1.6 million at February 28, 2019, compared to $2.6 million at the end of the first quarter of fiscal 2019.

We expect revenue for the third quarter ending May 31, 2019 to be about $1.6 million +/- 10%.

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.

1

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 projection of future revenues, 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

2

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars)

	February 28,			November 30,
	2019			2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,635		$	2,574
Accounts receivable (including related parties), net		736			183
Inventories		2,073			2,220
Prepaid expenses and other current assets		355			378
Total current assets		4,799			5,355
Property, plant and equipment, net		6,448			6,678
Intangible assets, net		93			95
Investments in unconsolidated entities		912			910
Other assets		176			175
TOTAL ASSETS	$	12,428		$	13,213
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt	$	337		$	335
Accounts payable		973			634
Advance receipt toward the convertible note		500			500
Accrued expenses and other current liabilities		2,149			5,580
Total current liabilities		3,959			7,049
Long-term debt, excluding current installments		5,040			1,921
Total liabilities		8,999			8,970
Commitments and contingencies
EQUITY:
SemiLEDs stockholders’ equity
Common stock		—			—
Additional paid-in capital		175,745			175,698
Accumulated other comprehensive income		3,714			3,732
Accumulated deficit		(176,076	)		(175,229	)
Total SemiLEDs stockholders' equity		3,383			4,201
Noncontolling interests		46			42
Total equity		3,429			4,243
TOTAL LIABILITIES AND EQUITY	$	12,428		$	13,213

3

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 28,			November 30,
	2019			2018
Revenues, net	$	1,630		$	972
Cost of revenues		1,628			1,191
Gross profit (loss)		2			(219	)
Operating expenses:
Research and development		298			334
Selling, general and administrative		619			757
Loss on disposals of long-lived assets		—			(288	)
Total operating expenses		917			803
Loss from operations		(915	)		(1,022	)
Other income (expenses):
Interest expenses, net		(36	)		(5	)
Other income (loss), net		(126	)		80
Foreign currency transaction gain (loss), net		233			(36	)
Total other income (expenses), net		71			39
Loss before income taxes		(844	)		(983	)
Income tax expense		—			—
Net loss		(844	)		(983	)
Less: Net gain (loss) attributable to noncontrolling interests		3			(5	)
Net loss attributable to SemiLEDs stockholders	$	(847	)	$	(978	)
Net loss per share attributable to SemiLEDs stockholders:
Basic and diluted	$	(0.24	)	$	(0.27	)
Shares used in computing net loss per share attributable to SemiLEDs stockholders:
Basic and diluted		3,579			3,560

4