SemiLEDs Corp - Quarter Report: 2023 February (Form 10-Q)

10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34992

SemiLEDs Corporation

(Exact name of registrant as specified in its charter)


Delaware		20-2735523
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)


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)

+886-37-586788
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4,891,721 shares of common stock, par value $0.0000056 per share, outstanding as of April 6, 2023.

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SEMILEDS CORPORATION

FORM 10-Q for the Quarter Ended February 28, 2023

INDEX


		Page No.

	Part I. Financial Information

Item 1.	Financial Statements	1

	Unaudited Condensed Consolidated Balance Sheets as of February 28, 2023 and August 31, 2022	1

	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended February 28, 2023 and February 28, 2022	2

	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended February 28, 2023 and February 28, 2022	3

	Unaudited Condensed Consolidated Statement of Changes in Equity for the three and six months ended February 28, 2023 and February 28, 2022	4

	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2023 and February 28, 2022	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

	Part II. Other Information

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

Signatures		33

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. dollars and shares, except par value)


	February 28,			August 31,
	2023			2022

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,859		$	4,274
Restricted cash and cash equivalents		82			82
Accounts receivable (including related parties), net of allowance for doubtful accounts of $181 and $181 as of February 28, 2023 and August 31, 2022, respectively		530			880
Inventories		4,259			3,784
Prepaid expenses and other current assets		145			123
Total current assets		8,875			9,143
Property, plant and equipment, net		3,630			4,139
Operating lease right of use assets		1,505			1,578
Intangible assets, net		95			102
Investments in unconsolidated entities		921			922
Other assets		170			170
TOTAL ASSETS	$	15,196		$	16,054
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt	$	5,071		$	5,063
Accounts payable		508			286
Accrued expenses and other current liabilities		2,587			2,702
Other payable to related parties		1,221			1,061
Operating lease liabilities, current		144			143
Total current liabilities		9,531			9,255
Long-term debt, excluding current installments		1,626			1,866
Operating lease liabilities, less current portion		1,361			1,435
Total liabilities		12,518			12,556
Commitments and contingencies (Note 5)
EQUITY:
SemiLEDs stockholders’ equity
Common stock, $0.0000056 par value—7,500 shares authorized; 4,892 shares and 4,832 shares issued and outstanding as of February 28, 2023 and August 31, 2022, respectively		—			—
Additional paid-in capital		183,951			183,711
Accumulated other comprehensive income		3,691			3,697
Accumulated deficit		(185,008	)		(183,955	)
Total SemiLEDs stockholders' equity		2,634			3,453
Noncontrolling interests		44			45
Total equity		2,678			3,498
TOTAL LIABILITIES AND EQUITY	$	15,196		$	16,054

See notes to unaudited condensed consolidated financial statements.

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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						Six Months Ended
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
Revenues, net	$	1,152		$	2,176		$	2,847		$	3,641
Cost of revenues		890			1,653			2,122			2,915
Gross profit		262			523			725			726
Operating expenses:
Research and development		295			295			660			699
Selling, general and administrative		669			746			1,421			1,523
Gain on disposals of long-lived assets, net		—			(139	)		—			(139	)
Total operating expenses		964			902			2,081			2,083
Loss from operations		(702	)		(379	)		(1,356	)		(1,357	)
Other income (expenses):
Interest expenses, net		(65	)		(92	)		(152	)		(183	)
Other income, net		229			385			471			951
Foreign currency transaction gain (loss), net		(7	)		(66	)		(17	)		(88	)
Total other income (expenses), net		157			227			302			680
Loss before income taxes		(545	)		(152	)		(1,054	)		(677	)
Income tax expense		—			—			—			—
Net loss		(545	)		(152	)		(1,054	)		(677	)
Less: Net (loss) income attributable to noncontrolling interests		(4	)		20			(1	)		13
Net loss attributable to SemiLEDs stockholders	$	(541	)	$	(172	)	$	(1,053	)	$	(690	)
Net loss per share attributable to SemiLEDs stockholders:
Basic	$	(0.11	)	$	(0.04	)	$	(0.22	)	$	(0.15	)
Diluted	$	(0.11	)	$	(0.04	)	$	(0.22	)	$	(0.15	)
Shares used in computing net loss per share attributable to SemiLEDs stockholders:
Basic		4,866			4,490			4,841			4,475
Diluted		4,866			4,490			4,841			4,475

See notes to unaudited condensed consolidated financial statements.

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SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands of U.S. dollars)


	Three Months Ended						Six Months Ended
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
Net loss	$	(545	)	$	(152	)	$	(1,054	)	$	(677	)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments, net of tax of $0 for all periods presented		49			26			(6	)		34
Comprehensive loss	$	(496	)	$	(126	)	$	(1,060	)	$	(643	)
Comprehensive income (loss) attributable to noncontrolling interests	$	(4	)	$	20		$	(1	)	$	12
Comprehensive loss attributable to SemiLEDs stockholders	$	(492	)	$	(146	)	$	(1,059	)	$	(655	)

See notes to unaudited condensed consolidated financial statements.

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SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statement of Changes in Equity

(In thousands of U.S. dollars and shares)


							Accumulated						Total
					Additional		Other						SemiLEDs			Non-
	Common Stock				Paid-in		Comprehensive			Accumulated			Shareholders'			Controlling			Total
	Shares		Amount		Capital		Income			Deficit			Equity			Interests			Equity
BALANCE—September 1, 2022		4,832	$	—	$	183,711	$	3,697		$	(183,955	)	$	3,453		$	45		$	3,498
Stock-based compensation		16		—		125		—			—			125			—			125
Comprehensive loss:
Other comprehensive loss		—		—		—		(55	)		—			(55	)		—			(55	)
Net loss		—		—		—		—			(512	)		(512	)		3			(509	)
BALANCE—November 30, 2022		4,848		—		183,836		3,642			(184,467	)		3,011			48			3,059
Stock-based compensation		44		—		115		—			—			115			—			115
Comprehensive income:
Other comprehensive income		—		—		—		49			—			49			—			49
Net loss		—		—		—		—			(541	)		(541	)		(4	)		(545	)
BALANCE—February 28, 2023		4,892	$	—	$	183,951	$	3,691		$	(185,008	)	$	2,634		$	44		$	2,678


							Accumulated					Total
					Additional		Other					SemiLEDs			Non-
	Common Stock				Paid-in		Comprehensive		Accumulated			Shareholders'			Controlling			Total
	Shares		Amount		Capital		Income		Deficit			Equity			Interests			Equity
BALANCE—September 1, 2021		4,460	$	—	$	182,255	$	3,543	$	(181,211	)	$	4,587		$	39		$	4,626
Stock-based compensation		—		—		43		—		—			43			—			43
Comprehensive income (loss):
Other comprehensive income (loss)		—		—		—		—		—			9			(1	)		8
Net loss		—		—		—		9		(518	)		(518	)		(7	)		(525	)
BALANCE—November 30, 2021		4,460		—		182,298		3,552		(181,729	)		4,121			31			4,152
Issuance of common stock under equity incentive plans		54		—		—		—		—			—			—			—
Stock-based compensation		—		—		154		—		—			154			—			154
Comprehensive income:
Other comprehensive income		—		—		—		26		—			26			—			26
Net loss		—		—		—		—		(172	)		(172	)		20			(152	)
BALANCE—February 28, 2022		4,514	$	—	$	182,452	$	3,578	$	(181,901	)	$	4,129		$	51		$	4,180

See notes to unaudited condensed consolidated financial statements.

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SEMILEDS CORPORATION AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)


	Six Months Ended
	February 28, 2023			February 28, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,054	)	$	(677	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		626			438
Stock-based compensation expense		240			197
Provisions for inventory write-downs		374			416
Gain on disposals of long-lived assets, net		—			(139	)
Loss on disposals of patent		—			10
Changes in :
Accounts receivable		352			(299	)
Inventories		(864	)		(848	)
Prepaid expenses and other		(23	)		59
Accounts payable		217			259
Accrued expenses and other current liabilities		47			(447	)
Net cash used in operating activities		(85	)		(1,031	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(83	)		(49	)
Proceeds from sales of property, plant and equipment		—			139
Payments for development of intangible assets		(9	)		(6	)
Net cash (used in) provided by investing activities		(92	)		84
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt		(240	)		(260	)
Net cash used in financing activities		(240	)		(260	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		1			84
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(416	)		(1,123	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period		4,452			5,028
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	4,036		$	3,905
NONCASH INVESTING AND FINANCING ACTIVITIES:
Accrual related to property, plant and equipment	$	53		$	18

See notes to unaudited condensed consolidated financial statements.

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SEMILEDS CORPORATION AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

1. Business

SemiLEDs Corporation (“SemiLEDs” or the “parent company”) was incorporated in Delaware on January 4, 2005 and is a holding company for two wholly owned subsidiaries. SemiLEDs and its subsidiaries (collectively, the “Company”) develop, manufacture and sell high performance light emitting diodes (“LEDs”). The Company’s core products are LED components, as well as LED chips and lighting products. LED components have become the most important part of its business. A portion of the Company’s business consists of the sale of contract manufactured LED products. The Company’s customers are concentrated in a few select markets, including the United States, Japan, Netherlands and Taiwan.

As of February 28, 2023, SemiLEDs had two wholly owned subsidiaries. SemiLEDs Optoelectronics Co., Ltd., or Taiwan SemiLEDs, is the Company’s wholly owned operating subsidiary, where a substantial portion of the assets is held and located, and where a portion of our research, development, manufacturing and sales activities take place. Taiwan SemiLEDs owns a 97.37% equity interest in Taiwan Bandaoti Zhaoming Co., Ltd., formerly known as Silicon Base Development, Inc., which is engaged in the research, development, manufacturing and a substantial portion of marketing and sale of LED components, and where most of the Company’s employees are based.

SemiLEDs’ common stock trades on the NASDAQ Capital Market under the symbol “LEDS”.

2. Summary of Significant Accounting Policies

Basis of Presentation —The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable provisions of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on November 8, 2022. The unaudited condensed consolidated balance sheet as of August 31, 2022 included herein was derived from the audited consolidated financial statements as of that date.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s consolidated balance sheet as of February 28, 2023, the statements of operations and comprehensive loss for the three and six months ended February 28, 2023 and February 28, 2022, the statement of changes in equity for the three and six months ended February 28, 2023 and February 28, 2022, and the statements of cash flows for the six months ended February 28, 2023 and February 28, 2022. The results for the three or six months ended February 28, 2023 are not necessarily indicative of the results to be expected for the year ending August 31, 2023.

Going Concern —The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

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The Company suffered losses from operations of $3.2 million and $3.9 million, and net cash used in operating activities of $1.5 million and $1.7 million for the years ended August 31, 2022 and 2021, respectively. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern, even though gross profit on product sales was $1.4 million for the year ended August 31, 2022 compared to $1.0 million for the year ended August 31, 2021. Loss from operations for the three and six months ended February 28, 2023 were $702 thousand and $1.4 million, respectively. Net cash used in operating activities for the six months ended February 28, 2023 was $85 thousand. Moreover, at February 28, 2023, the Company’s cash and cash equivalents had decreased to $3.9 million. However, management believes that it has developed a liquidity plan, as summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business.

•

Gaining positive cash-inflow from operating activities through continuous cost reductions and sales of new higher margin products. Steady growth of module products and the continued commercial sales of its UV LED product are expected to improve the Company’s future gross margin, operating results and cash flows. The Company is targeting niche markets and focusing on product enhancement and developing its LED products into many other applications or devices.

•

Continuing to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, possibly decreasing its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility.

•

Raising additional cash through potential equity offerings, including sales through an at-the-market, or ATM program, sales of assets, and/or issuance of debt as considered necessary and looking at other potential business opportunities.

While the Company’s management believes that the measures described in the above liquidity plan will be adequate to satisfy its liquidity requirements for the twelve months after the date that the financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

Restricted Cash Equivalents —Restricted cash primarily consists of cash held in reserved bank accounts in Taiwan. As of February 28, 2023 and August 31, 2022, the Company’s restricted cash equivalents at current portion amounted $82 thousand and $82 thousand, respectively. As of February 28, 2023 and August 31, 2022, the Company’s restricted cash at noncurrent portion, which was recorded as other assets, amounted to $95 thousand and $96 thousand, respectively.

Revenue Recognition —Effective September 1, 2018, the Company adopted ASC 606 using the modified retrospective transition method. The Company applied the following five steps to achieve the core principles of ASC 606: 1) identified the contract with a customer; 2) identified the performance obligations (promises) in the contract; 3) determined the transaction price; 4) allocated the transaction price to the performance obligations in the contract; and 5) recognized revenue when (or as) the Company satisfies a performance obligation. The Company recognizes the amount of revenue when the Company satisfies a performance obligation to which it expects to be entitled for the transfer of promised goods or services to customers. The Company obtains written purchase authorizations from its customers as evidence of an arrangement and these authorizations generally provide for a specified amount of product at a fixed price. Generally, the Company considers delivery to have occurred at the time of shipment as this is generally when title and risk of loss for the products will pass to the customer. The Company provides its customers with limited rights of return for non‑conforming shipments and product warranty claims. Based on historical return percentages, which have not been material to date, and other relevant factors, the Company estimates its potential future exposure on recorded product sales, which reduces product revenues in the consolidated statements of operations and reduces accounts receivable in the consolidated balance sheets. The Company also provides standard product warranties on its products, which generally range from three months to two years. Management estimates the Company’s warranty obligations as a percentage of revenues, based on historical knowledge of warranty costs and other relevant factors. To date, the related estimated warranty provisions have been insignificant.

Principles of Consolidation —The unaudited interim condensed consolidated financial statements include the accounts of SemiLEDs and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated during consolidation.

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On September 1, 2018, the Company adopted ASC 825-10, “Financial Instruments- Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. This standard allows equity investments that do not have readily determinable fair values to be re-measured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The standard also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring assessment for impairment qualitatively at each reporting period.

Investments in which the Company has the ability to exercise significant influence over the investee but not a controlling financial interest, are accounted for using the equity method of accounting and are not consolidated. These investments are in joint ventures that are not subject to consolidation under the variable interest model, and for which the Company: (i) does not have a majority voting interest that would allow it to control the investee, or (ii) has a majority voting interest but for which other shareholders have significant participating rights, but for which the Company has the ability to exercise significant influence over operating and financial policies. Under the equity method, investments are stated at cost after adding or removing the Company’s portion of equity in undistributed earnings or losses, respectively. The Company’s investment in these equity‑method entities is reported in the consolidated balance sheets in investments in unconsolidated entities, and the Company’s share of the income or loss of these equity‑method entities, after the elimination of unrealized intercompany profits, is reported in the consolidated statements of operations in equity in losses from unconsolidated entities. When net losses from an equity‑method investee exceed its carrying amount, the carrying amount of the investment is reduced to zero. The Company then suspends using the equity method to provide for additional losses unless the Company has guaranteed obligations or is otherwise committed to provide further financial support to the equity‑method investee. The Company resumes accounting for the investment under the equity method if the investee subsequently returns to profitability and the Company’s share of the investee’s income exceeds its share of the cumulative losses that have not been previously recognized during the period the equity method is suspended.

Investments in entities that are not consolidated or accounted for under the equity method are recorded as investments without readily determinable fair values. Investments without readily determinable fair values are reported on the consolidated balance sheets in investments in unconsolidated entities, at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Dividend income, if any, received is reported in the consolidated statements of operations in equity in losses from unconsolidated entities.

If the fair value of an equity investment declines below its respective carrying amount and the decline is determined to be other‑than‑temporary, the investment will be written down to its fair value.

Use of Estimates —The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the preparation of the Company’s consolidated financial statements on the basis that the Company will continue as a going concern, the collectability of accounts receivable, inventory net realizable values, realization of deferred tax assets, valuation of stock-based compensation expense, the useful lives of property, plant and equipment and intangible assets, the recoverability of the carrying amount of property, plant and equipment, intangible assets and investments in unconsolidated entities, the fair value of acquired tangible and intangible assets, income tax uncertainties, provision for potential litigation costs and other contingencies. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. Management assesses these estimates on a regular basis; however, actual results could differ materially from those estimates.

Certain Significant Risks and Uncertainties —The Company is subject to certain risks and uncertainties that could have a material and adverse effect on the Company’s future financial position or results of operations, which risks and uncertainties include, among others: it has incurred significant losses over the past few years, any inability of the Company to compete in a rapidly evolving market and to respond quickly and effectively to changing market requirements, any inability of the Company to grow its revenue and/or maintain or increase its margins, it may experience fluctuations in its revenues and operating results, any inability of the Company to protect its intellectual property rights, claims by others that the Company infringes their proprietary technology, and any inability of the Company to raise additional funds in the future.

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Concentration of Supply Risk —Some of the components and technologies used in the Company’s products are purchased and licensed from a limited number of sources and some of the Company’s products are produced by a limited number of contract manufacturers. The loss of any of these suppliers and contract manufacturers may cause the Company to incur transition costs to another supplier or contract manufacturer, result in delays in the manufacturing and delivery of the Company’s products, or cause it to carry excess or obsolete inventory. The Company relies on a limited number of such suppliers and contract manufacturers for the fulfillment of its customer orders. Any failure of such suppliers and contract manufacturers to perform could have an adverse effect upon the Company’s reputation and its ability to distribute its products or satisfy customers’ orders, which could adversely affect the Company’s business, financial position, results of operations and cash flows.

Concentration of Credit Risk —Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable.

The Company keeps its cash and cash equivalents in demand deposits with prominent banks of high credit quality and invests only in money market funds. Deposits held with banks may exceed the amount of insurance provided on such deposits. As of February 28, 2023 and August 31, 2022, cash and cash equivalents of the Company consisted of the following (in thousands):


	February 28,		August 31,
Cash and Cash Equivalents by Location	2023		2022
United States;
Denominated in U.S. dollars	$	185	$	2,215
Taiwan;
Denominated in U.S. dollars		3,643		1,447
Denominated in New Taiwan dollars		22		127
Denominated in other currencies		9		485
Total cash and cash equivalents	$	3,859	$	4,274

The Company’s revenues are substantially derived from the sales of LED products. A significant portion of the Company’s revenues are derived from a limited number of customers and sales are concentrated in a few select markets. Management performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. Management evaluates the need to establish an allowance for doubtful accounts for estimated potential credit losses at each reporting period. The allowance for doubtful accounts is based on the management’s assessment of the collectability of its customer accounts. Management regularly reviews the allowance by considering certain factors, such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

Net revenues generated from sales to the top ten customers represented 93% and 92% of the Company’s total net revenues for the three and six months ended February 28, 2023 respectively, and 91% and 88% of the Company’s net revenues for the three and six months ended February 28, 2022, respectively.

The Company’s revenues have been concentrated in a few select markets, including the United States, Japan, Taiwan and Netherlands. Net revenues generated from sales to customers in these markets, in the aggregate, accounted for 91% and 90% of the Company’s net revenues for the three and six months ended February 28, 2023, respectively, and 76% and 80% of the Company’s net revenues for the three and six months ended February 28, 2022, respectively.

Noncontrolling Interests —Noncontrolling interests are classified in the consolidated statements of operations as part of consolidated net income (loss) and the accumulated amount of noncontrolling interests in the consolidated balance sheets as part of equity. Changes in ownership interest in a consolidated subsidiary that do not result in a loss of control are accounted for as an equity transaction. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings. On September 1, 2018, Taiwan Bandaoti Zhaoming Co., Ltd. (“SBDI”), the Company’s wholly owned operating subsidiary, issued 414,000 common shares and amended its certificate of incorporation to increase its common stock issued from 12,087,715 to 12,501,715 shares. As of the issuance date, the increased capital of $176 thousand (NT$5.4 million) has been completely received in cash by Taiwan Bandaoti Zhaoming Co., Ltd. The Company did not subscribe for any newly issued common shares, and, as a result, noncontrolling interest in the Company was increased from zero to 3.31%. From January 2019 to September 2020, the Company purchased additional 33,000 common shares of SBDI from non-controlling shareholders. From March 2022 to May 2022, the Company purchased an additional 52,000 common shares of SBDI from non-controlling shareholders. Therefore, noncontrolling interest in SBDI was down to 2.63% as of February 28, 2023.

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Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but only if adopted as of the beginning of such fiscal year. The Company is currently evaluating the impact that the standard will have on its unaudited condensed consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 was effective for the Company's fiscal years beginning September 1, 2022, including interim periods within those fiscal years. The Company concluded that the standard has no material impact on its unaudited condensed consolidated financial statements.

3. Balance Sheet Components

Inventories

Inventories as of February 28, 2023 and August 31, 2022 consisted of the following (in thousands):


	February 28,		August 31,
	2023		2022
Raw materials	$	622	$	493
Work in process		1,161		953
Finished goods		2,476		2,338
Total	$	4,259	$	3,784

Inventory write-downs to estimated net realizable values were $196 thousand and $374 thousand for the three and six months ended February 28, 2023, respectively, and $185 thousand and $416 thousand for the three and six months ended February 28, 2022, respectively.

Property, Plant and Equipment

Property, plant and equipment as of February 28, 2023 and August 31, 2022 consisted of the following (in thousands):


	February 28,			August 31,
	2023			2022
Buildings and improvements	$	13,685		$	13,698
Machinery and equipment		27,681			27,649
Leasehold improvements		161			161
Other equipment		2,281			2,283
Construction in progress		106			81
Total property, plant and equipment		43,914			43,872
Less: Accumulated depreciation and amortization		(40,284	)		(39,733	)
Property, plant and equipment, net	$	3,630		$	4,139

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Intangible Assets

Intangible assets as of February 28, 2023 and August 31, 2022 consisted of the following (in thousands):


	February 28, 2023
	Weighted
	Average		Gross				Net
	Amortization		Carrying		Accumulated		Carrying
	Period (Years)		Amount		Amortization		Amount
Patents and trademarks		15	$	580	$	485	$	95
Acquired technology		5		335		335		—
Total			$	915	$	820	$	95


	August 31, 2022
	Weighted
	Average		Gross				Net
	Amortization		Carrying		Accumulated		Carrying
	Period (Years)		Amount		Amortization		Amount
Patents and trademarks		15	$	580	$	478	$	102
Acquired technology		5		335		335		—
Total			$	915	$	813	$	102

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of February 28, 2023 and August 31, 2022 consisted of the following (in thousands):


	February 28,		August 31,
	2023		2022
Accrued compensation and benefits	$	1,627	$	1,678
Customer deposits		419		346
Accrued business expenses		230		176
Other (individually less than 5% of total accrued expenses and other current liabilities)		311		502
Total	$	2,587	$	2,702

4. Investments in Unconsolidated Entities

The Company’s ownership interest and carrying amounts of investments in unconsolidated entities as of February 28, 2023 and August 31, 2022 consisted of the following (in thousands, except percentages):

February 28, 2023

August 31, 2022

Percentage

Ownership

Amount

Ownership

Amount

Equity method investments:

Equity investment without readily determinable fair value

Various

921

Various

922

Total investments in unconsolidated entities

921

922

There were no dividends received from unconsolidated entities through February 28, 2023.

Equity Investments without Readily Determinable Fair Value

Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the Company) which do not have readily determinable fair values are recorded as equity investment without readily determinable fair value. All equity investments without readily determinable fair value are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuers.

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5. Commitments and Contingencies

Operating Lease Agreements —The Company has several operating leases with unrelated parties, primarily for land, plant and office spaces in Taiwan, which include cancellable and noncancelable leases and which expire at various dates between December 2024 and December 2040. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company did not combine lease and non-lease components.

Most leases do not include options to renew. The exercise of lease renewal options has to be agreed by the lessors. The depreciable life of assets and leasehold improvements are limited by the term of leases, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense related to these noncancelable operating leases was $45 thousand and $86 thousand for three months and six months ended February 28, 2023, respectively. Lease expense related to these noncancelable operating leases was $42 thousand and $84 thousand for three months and six months ended February 28, 2022, respectively.

Balance sheet information related to the Company’s leases is presented below:


	February 28, 2023		August 31, 2022
Assets
Operating lease right of use assets	$	1,505	$	1,578
Liabilities
Operating lease liabilities, current	$	144	$	143
Operating lease liabilities, less current portion		1,361		1,435
Total	$	1,505	$	1,578

The following provides details of the Company’s lease expenses:


	Three Months Ended February 28,
	2023		2022
Operating lease expenses, net	$	45		42


	Six Months Ended February 28,
	2023		2022
Operating lease expenses, net	$	86		84

Other information related to leases is presented below:


	Six Months Ended February 28,
	2023			2022
Cash Paid for amounts Included In Measurement of Liabilities:
Operating cash flows from operating leases	$	86		$	84
Weighted Average Remaining Lease Term:
Operating leases	16.07 years			16.85 years
Weighted Average Discount Rate
Operating leases		1.76	%		1.76	%

As most of the Company’s leases do not provide an implicit rate, the Company uses its average borrowing rate from non-related parties of 1.76% based on the information available at commencement date in determining the present value of lease payments.

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The aggregate future noncancelable minimum rental payments for the Company’s operating leases as of February 28, 2023 consisted of the following (in thousands):


	Operating
Years Ending August 31,	Leases
Remainder of 2023	$	85
2024		169
2025		128
2026		95
2027		95
Thereafter		1,153
Total future minimum lease payments, undiscounted		1,725
Less: Imputed interest		(220	)
Present value of future minimum lease payments	$	1,505

Purchase Obligations —The Company had purchase commitments for inventory, property, plant and equipment in the amount of $121 thousand for both February 28, 2023 and August 31, 2022.

Litigation —The Company is directly or indirectly involved from time to time in various claims or legal proceedings arising in the ordinary course of business. The Company recognizes a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in assessing both the likelihood of an unfavorable outcome and whether the amount of loss, if any, can be reasonably estimated.

As of February 28, 2023, there was no pending or threatened litigation that could have a material impact on the Company’s financial position, results of operations or cash flows.

6. Common Stock

On July 6, 2021, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”). In accordance with the terms of the Sales Agreement, the Company may offer and sell from time to time through the Agent the Company’s common stock having an aggregate offering price of up to $20,000,000 (the “Placement Shares”). Sales of the Placement Shares, if any, will be made on Nasdaq at market prices by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended. The Company will pay a commission to the Agent of 3.0% of the gross proceeds of the sale of the Placement Shares sold under the Agreement and reimburse the Agent for certain expenses. During the year ended August 31, 2022, the Company sold 286,328 shares of the Company’s common stock for gross proceeds of $995,099 before placement agent fees and bank fees of $30,626. No sales were made during the six months ended February 28, 2023.

7. Stock-based Compensation

The Company currently has one equity incentive plan (the “2010 Plan”), which provides for awards in the form of restricted shares, stock units, stock options or stock appreciation rights to the Company’s employees, officers, directors and consultants. In April 2014, SemiLEDs’ stockholders approved an amendment to the 2010 Plan that increased the number of shares authorized for issuance under the plan by an additional 250 thousand shares. On July 31, 2019, the stockholders approved an amendment to increase in the authorized share reserve under the 2010 plan by an additional 500 thousand shares, to extend the expiration of the 2010 Plan to November 2, 2023, to remove the IRS Code section 162(m) provisions, and to modify the maximum grant limit to 35 thousand shares to one person in a one year period. On September 25, 2020, stockholders approved the amended 2010 Equity Incentive Plan to increase the authorized shares reserve by an additional 400 thousand shares. On March 17, 2023, the Board approved the amendment of the 2010 Plan to extend the term to March 17, 2033, subject to the approval of the Company's stockholders at the annual meeting to be held on May 18, 2023.

A total of 1,421 thousand and 1,421 thousand shares was reserved for issuance under the 2010 Plan as of February 28, 2023 and 2022, respectively. As of February 28, 2023 and 2022, there were 805 thousand and 809 thousand shares of common stock available for future issuance under the equity incentive plans, respectively.

In November 2022, SemiLEDs granted 15 thousand restricted stock units to its directors that will vest 25% every three months on February 7, 2023, May 7, 2023, August 7, 2023 and November 7, 2023. In the event that the 2023 annual meeting falls before November 7, 2023, 100% of the unvested restricted stock units shall immediately vest on the date of the 2023 annual meeting. The grant-date fair value of the restricted stock units was $2.33 per unit.

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In November 2021, SemiLEDs granted 15 thousand restricted stock units to its directors that vest in quarterly installments on February 12, 2022, May 12, 2022, August 12, 2022 and November 12, 2022. Because the 2022 annual meeting was held on September 13, 2022, 100% of the unvested restricted stock units immediately vested on the date of the 2022 annual meeting. The grant-date fair value of the restricted stock units was $7.10 per unit.

In November 2021, SemiLEDs granted 98.5 thousand restricted stock units to its employees, which vest in eight quarterly installments commencing November 2021 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $7.10 per unit.

In November 2020, SemiLEDs granted 15 thousand restricted stock units to its directors, which vested in quarterly installments on each of February 12, 2021, May 12, 2021, August 12, 2021 and November 12, 2021. Because the 2021 annual meeting was held on September 24, 2021, 100% of the stock units immediately vested on the date of the 2021 annual meeting. The grant-date fair value of the restricted stock units was $3.00 per unit.

In November 2020, SemiLEDs granted 33 thousand restricted stock units to its employees, which vested 25% on each of February 12, 2021, May 12, 2021 and August 12, 2021 and November 12, 2021 and became fully vested upon a change in control. The grant-date fair value of the restricted stock units was $3.00 per unit.

In January 2020, SemiLEDs granted 136 thousand restricted stock units to its employees, which vest 25% each year on January 10 of 2021, 2022, 2023 and 2024 and will become fully vested upon a change in control. The grant-date fair value of the restricted stock units was $2.39 per unit.

The grant date fair value of stock options is determined using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs including the market price of SemiLEDs’ common stock on the date of grant, the term that the stock options are expected to be outstanding, the implied stock volatilities of several of the Company’s publicly-traded peers over the expected term of stock options, risk-free interest rate and expected dividend. Each of these inputs is subjective and generally requires significant judgment to determine. The grant date fair value of stock units is based upon the market price of SemiLEDs’ common stock on the date of the grant. This fair value is amortized to compensation expense over the vesting term.

Stock-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. A forfeiture rate of zero is estimated for stock-based awards with vesting term that is less than or equal to one year from the date of grant.

A summary of the stock-based compensation expense for the three and six months ended February 28, 2023 and February 28, 2022 was as follows (in thousands):


	Three Months Ended				Six Months Ended
	February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Cost of revenues	$	35	$	42	$	70	$	54
Research and development		36		44		72		54
Selling, general and administrative		44		68		98		89
	$	115	$	154	$	240	$	197

8. Net Loss Per Share of Common Stock

The following stock-based compensation plan awards were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive (in thousands of shares):

Three Months Ended

Six Months Ended

February 28, 2023

February 28, 2022

February 28, 2023

February 28, 2022

Stock units and stock options to purchase common stock

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9. Income Taxes

The Company’s loss before income taxes for the three and six months ended February 28, 2023 and February 28, 2022 consisted of the following (in thousands):


	Three Months Ended						Six Months Ended
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
U.S. operations	$	(166	)	$	(130	)	$	(367	)	$	(330	)
Foreign operations		(379	)		(22	)		(687	)		(347	)
Loss before income taxes	$	(545	)	$	(152	)	$	(1,054	)	$	(677	)

Unrecognized Tax Benefits

On December 22, 2017, the U.S. Tax Cuts and Jobs Act was adopted, which among other effects, reduced the U.S. federal corporate income tax rate to 21% from 34% (or 35% in certain cases) beginning in 2018, requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years, makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. Provisional estimate of the Company is that no tax will be due under this provision.

As of both February 28, 2023 and August 31, 2022, the Company had no unrecognized tax benefits related to tax positions taken in prior periods. The Company files income tax returns in the United States, various U.S. states and certain foreign jurisdictions. The tax years 2017 through 2021 remain open in most jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for tax years before 2016. The Company is not currently under examination by income tax authorities in federal, state or foreign jurisdictions.

10. Related Party Transactions

On January 8, 2019, the Company entered into loan agreements with each of the Chairman and Chief Executive Officer and the largest shareholder of the Company, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of both 8%. All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the cancelled proposed sale of the Company’s headquarters building pursuant to the agreement dated December 15, 2015. The Company was required to repay the loans of $1.5 million on January 14, 2021 and $1.7 million on January 22, 2021, respectively. On January 16, 2021, the maturity date of these loans was extended with same terms and interest rate for one year to January 15, 2022, and on January 14, 2022, the maturity date of these loans was extended again with same terms and interest rate for one more year to January 15, 2023. On January 13, 2023, the maturity date of these loans was further extended with same terms and interest rate for one year to January 15, 2024. As of February 28, 2023 and August 31, 2022, the outstanding principal of these loans totaled $3.2 million. The loans are secured by a second priority security interest on the headquarters building of the Company.

On November 25, 2019 and on December 10, 2019, the Company issued convertible unsecured promissory notes (the “Notes”) to J.R. Simplot Company, its largest shareholder, and Trung Doan, its Chairman and Chief Executive Officer, (together, the “Holders”) with a principal sum of $1.5 million and $500 thousand, respectively, and an annual interest rate of 3.5%. Principal and accrued interest shall be due on demand by the Holders on and at any time after May 30, 2021. On February 7, 2020, J.R. Simplot Company assigned all of its right, title and interest in the Notes to Simplot Taiwan Inc. The outstanding principal and unpaid accrued interest of the Notes may be converted into the Company’s common stock based on a conversion price of $3.00 per share, at the option of the Holders any time from the date of the Notes. On May 25, 2020, each of the Holders converted $300,000 of the Notes into 100,000 shares of the Company’s common stock. On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and were scheduled to mature on May 30, 2022, and on May 26, 2022, the Notes were further extended with the same terms and interest rate for one year and now mature on May 30, 2023. As of February 28, 2023 and August 31, 2022, the outstanding principal of these notes totaled $1.4 million.

11. Subsequent Events

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company has analyzed its operations subsequent to February 28, 2023 to the date these unaudited condensed consolidated financial statements were issued, finding that no material subsequent events need to be disclosed.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q, or this Quarterly Report, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding the future results of operations of SemiLEDs Corporation, or “we,” “our” or the “Company,” and financial position, strategy and plans, and our expectations for future operations, including the execution of our restructuring plan and any resulting cost savings, are forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. The words “believe,” “may,” “should,” “plan,” “potential,” “project,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, and actual results and the timing of certain events could differ materially and adversely from those anticipated or implied in the forward-looking statements as a result of many factors. These factors include, among other things,

•

Declining cash position.

•

Our ability to improve our liquidity, access alternative sources of funding and obtain additional equity capital or credit when necessary for our operations, the difficulty of which may increase if our common stock is delisted from the NASDAQ Stock Market.

•

Our ability to maintain compliance with the continued listing requirements to avoid our stock being delisted from the Nasdaq Capital Market.

•

The uncertainty and continuing impact of COVID-19 and other health epidemics and outbreaks on our business and the business of our customers.

•

The inability of our suppliers or other contract manufacturers to produce products that satisfy our requirements.

•

Our ability to implement our cost reduction programs and to execute our restructuring plan effectively.

•

Our ability to improve our gross margins, reduce our net losses and restore our operations to profitability.

•

Our ability to successfully introduce new products that we can produce and that customers will purchase in such amounts as to be sufficiently profitable to cover the costs of developing and producing these products, as well as providing us additional net income from operations.

•

Our ability to effectively develop, maintain and expand our sales and distribution channels, especially in the niche LED markets, including the UV LED and architectural lighting that we focus on.

•

Our ability to successfully manage our operations in the face of the cyclicality, rapid technological change, rapid product obsolescence, declining average selling prices and wide fluctuations in supply and demand typically found in the LED market.

•

Competitive pressures from existing and new companies.

•

Our ability to grow our revenues generated from the sales of our products and to control our expenses.

•

Loss of any of our key personnel, or our failure to attract, assimilate and retain other highly qualified personnel.

•

Intellectual property infringement or misappropriation claims by third parties against us or our customers, including our distributor customers.

•

The failure of LEDs to achieve widespread adoption in the general lighting market, or if alternative technologies gain market acceptance.

•

The loss of key suppliers or contract manufacturers.

•

Our ability to effectively expand or upgrade our production facilities or do so in a timely or cost-effective manner.

•

Difficulty in managing our future growth or in responding to a need to contract operations, and the associated changes to our operations.

•

Adverse development in those selected markets, including the United States, Japan, Netherlands and Taiwan, where our revenues are concentrated, including the uncertainty impact of COVID-19 and inflation on customer demand.

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•

Our ability to develop and execute upon a new strategy to exploit the China and India markets.

•

The reduction or elimination of government investment in LED lighting or the elimination of, or changes in, policies in certain countries that encourage the use of LEDs over some traditional lighting technologies.

•

Our ability to implement our product innovation strategy effectively, particularly in view of the prohibition against our (and/or our assisting others in) making, using, importing, selling and/or offering to sell in the United States our accused products and/or any device that includes an accused product after October 1, 2012 as a result of the injunction agreed to in connection with the Cree Inc., or Cree, litigation.

•

Loss of customers.

•

Failure of our strategy of marketing and selling our products in jurisdictions with limited intellectual property enforcement regimes.

•

Lack of marketing and distribution success by our third-party distributors.

•

Our customers’ ability to produce and sell products incorporating our LED products.

•

Our failure to adequately prevent disclosure of trade secrets and other proprietary information.

•

Ineffectiveness of our disclosure controls and procedures and our internal control over financial reporting.

•

Our ability to profit from future joint ventures, investments, acquisitions and other strategic alliances.

•

Impairment of long-lived assets or investments.

•

Undetected defects in our products that harm our sales and reputation and adversely affect our manufacturing yields.

•

The availability of adequate and timely supply of electricity and water for our manufacturing facilities.

•

Our ability to comply with existing and future environmental laws and the cost of such compliance.

•

The ability of SemiLEDs Optoelectronics Co., Ltd., or Taiwan SemiLEDs, to make dividends and other payments to SemiLEDs Corporation.

•

Our ability to obtain necessary regulatory approvals to make further investments in Taiwan SemiLEDs.

•

Catastrophic events such as fires, earthquakes, floods, tornados, tsunamis, typhoons, pandemics, including the COVID-19 pandemic, wars, terrorist activities and other similar events, particularly if these events occur at or near our operations, or the operations of our suppliers, contract manufacturers and customers.

•

The effect of the legal system in the People’s Republic of China, or the PRC.

•

Labor shortages, strikes and other disturbances that affect our operations.

•

Deterioration in the relations between the PRC and Taiwan governments.

•

Fluctuations in the exchange rate among the U.S. dollar, the New Taiwan, or NT, dollar, the Japanese Yen and other currencies in which our sales, raw materials and component purchases and capital expenditures are denominated.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have not assumed any obligation to, and you should not expect us to, update or revise these statements because of new information, future events or otherwise.

For more information on the significant risks that could affect the outcome of these forward-looking statements, see Item 1A “Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2022, or the 2022 Annual Report, and those contained in Part II, Item 1A of this Quarterly Report, and other information provided from time to time in our filings with the Securities and Exchange Commission, or the SEC.

The following discussion and analysis of our financial condition and results of operations is based upon and should be read in conjunction with the unaudited interim condensed consolidated financial statements and the notes and other information included elsewhere in this Quarterly Report, in our 2022 Annual Report, and in other filings with the SEC.

Company Overview

We develop, manufacture and sell light emitting diode (LED) chips and LED components, LED modules and systems. Our products are used for general lighting applications, including street lights and commercial, industrial, system and residential lighting. Our LED chips may also be used in specialty industrial applications, such as ultraviolet, or UV, curing of polymers, LED light therapy

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in medical/cosmetic applications, counterfeit detection, LED lighting for horticulture applications, architectural lighting and entertainment lighting.

Utilizing our patented and proprietary technology, our manufacturing process begins by growing upon the surface of a sapphire wafer, or substrate, several very thin separate semiconductive crystalline layers of gallium nitride, or GaN, a process known as epitaxial growth, on top of which a mirror-like reflective silver layer is then deposited. After the subsequent addition of a copper alloy layer and finally the removal of the sapphire substrate, we further process this multiple-layered material to create individual vertical LED chips.

We package our LED chips into LED components, which we sell to distributors and a customer base that is heavily concentrated in a few select markets, including the United States, Japan, Netherlands and Taiwan. We also sell our “Enhanced Vertical,” or EV, LED product series in blue, white, green and UV in selected markets. We sell our LED chips to packagers or to distributors, who in turn sell to packagers. Our lighting products customers are primarily original design manufacturers, or ODMs, of lighting products and the end‑users of lighting devices. We also contract other manufacturers to produce for our sale certain LED products, and for certain aspects of our product fabrication, assembly and packaging processes, based on our design and technology requirements and under our quality control specifications and final inspection process.

We have developed advanced capabilities and proprietary know-how in:

•

reusing sapphire substrate in subsequent production runs;

•

optimizing our epitaxial growth processes to create layers that efficiently convert electrical current into light;

•

employing a copper alloy base manufacturing technology to improve our chip’s thermal and electrical performance;

•

utilizing nanoscale surface engineering to improve usable light extraction;

•

manufacturing extremely small footprint LEDs with optimized yield, ideal for Mini LED applications;

•

developing a LED structure that generally consists of multiple epitaxial layers which are vertically-stacked on top of a copper alloy base;

•

developing low cost Chip Scaled Packaging (CSP) technology; and

•

developing multi-pixel Mini LED packages for commercial displays.

These technical capabilities enable us to produce LED chips, LED component, LED modules and system products. We believe these capabilities and know-how should also allow us to reduce our manufacturing costs and our dependence on sapphire, a costly raw material used in the production of sapphire-based LED devices.

We were incorporated in the State of Delaware on January 4, 2005. We are a holding company for two wholly and majority owned subsidiaries. SemiLEDs Optoelectronics Co., Ltd., or Taiwan SemiLEDs, is our wholly owned operating subsidiary, where a substantial portion of our assets are held and located, where a portion of our research, development, manufacturing and sales activities take place. Taiwan SemiLEDs owns an approximately 97.37% equity interest in Taiwan Bandaoti Zhaoming Co., Ltd., formerly known as Silicon Base Development, Inc., which is engaged in the research, development, manufacture, and substantial portion of marketing and sale of LED products, including lighting fixtures and systems, and where most of our employees are based.

Key Factors Affecting Our Financial Condition, Results of Operations and Business

The following are key factors that we believe affect our financial condition, results of operations and business:

•

Our ability to raise additional debt, sell additional equity securities and improve our liquidity. We need to improve our liquidity, access alternative sources of funding and obtain additional equity capital or credit when necessary for our operations. In July 2021, we established an at-the-market equity program (“ATM”) that allows us to sell up to $20 million of shares of our common stock from time to time. During fiscal 2022, we sold 286,328 shares of our common stock pursuant to the ATM program for net proceeds of $964,473. However, we may not be able to obtain new debt funding or sell additional equity securities on terms that are favorable to us, or at all. The raising of additional debt by us, if required and available, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on our assets, that would restrict our operations. The sale of additional equity securities, if required and available, could result in dilution to our stockholders.

•

Our ability to get chips from other chip suppliers. Our reliance on our chip suppliers exposes us to a number of significant risks, including reduced control over delivery schedules, quality assurance and production costs, lack of guaranteed production capacity or product supply. If our chip suppliers are unable or unwilling to continue to supply our chips at requested quality, quantity, performance and costs, or in a timely manner, our business and reputation could be seriously harmed. Our inability to procure chips from other chip suppliers at the desired quality, quantity, performance and cost might result in unforeseen manufacturing and operations problems. In such events, our customer relationships, business, financial condition and results of operations would be adversely affected.

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•

Industry growth and demand for products and applications using LEDs. The overall adoption of LED lighting devices to replace traditional lighting sources is expected to influence the growth and demand for LED chips and component products and impact our financial performance. We believe the potential market for LED lighting will continue to expand. LEDs for efficient generation of UV light are also starting to gain attention for various medical, germicidal and industrial applications. Since a substantial portion of our LED chips, LED components and our lighting products are used by end- users in general lighting applications and specialty industrial applications such as UV curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting the adoption of LEDs into these applications will have a strong impact on the demand of LED chips generally and, as a result, for our LED chips, LED components and LED lighting products.

•

Average selling price of our products. The average selling price of our products may decline for a variety of factors, including prices charged by our competitors, the efficacy of our products, our cost basis, changes in our product mix, the size of the order and our relationship with the relevant customer, as well as general market and economic conditions. Competition in the markets for LED products is intense, and we expect that competition will continue to increase, thereby creating a highly aggressive pricing environment. For example, some of our competitors have in the past reduced their average selling prices, and the resulting competitive pricing pressures have caused us to similarly reduce our prices, accelerating the decline in our revenues and the gross margin of our products. When prices decline, we must also write down the value of our inventory. Furthermore, the average selling prices for our LED products have typically decreased over product life cycles. Therefore, our ability to continue to innovate and offer competitive products that meet our customers’ specifications and pricing requirements, such as higher efficacy LED products at lower costs, will have a material influence on our ability to improve our revenues and product margins, although in the near term the introduction of such higher performance LED products may further reduce the selling prices of our existing products or render them obsolete.

•

Changes in our product mix. We anticipate that our gross margins will continue to fluctuate from period to period as a result of the mix of products that we sell and the utilization of our manufacturing capacity in any given period, among other things. For example, we continue to pursue opportunities for profitable growth in areas of our business where we see the best opportunity to develop as an end-to-end LED module solution supplier by providing our customers with high quality, flexible and more complete LED system solution, customer technical support and LED module/system design, as opposed to just providing customers with individual components. As a strategic plan, we have placed greater emphasis on the sales of LED components rather than the sales of LED chips where we have been forced to cut prices on older inventory. Steady growth of the module product and the continued commercial sales of our UV LED product are expected to improve our gross margin, operating results and cash flows. In addition, we have adjusted the lower-priced LED components strategy as appropriate. We have adopted a strategy to adjust our product mix by exiting certain high volume but low unit selling price product lines in response to the general trend of lower average selling prices for products that have been available in the market for some time. However, as we expand and diversify our product offerings and with varying average selling prices, or execute new business initiatives, a change in the mix of products that we sell in any given period may increase volatility in our revenues and gross margin from period to period.

•

Our ability to reduce cost to offset lower average selling prices. Competitors may reduce average selling prices faster than our ability to reduce costs, and competitive pricing pressures may accelerate the rate of decline of our average selling prices. To address increased pricing pressure, we have improved and increased our production yields to reduce the per-unit cost of production of our products. However, such cost savings currently have limited impact on our gross profit, as we currently suffer from the underutilization of manufacturing capacity and must absorb a high level of fixed costs, such as depreciation. While we intend to focus on managing our costs and expenses, over the long term we expect to be required to invest substantially in LED component products development and production equipment if we are to grow.

•

Our ability to continue to innovate. As part of our growth strategy, we plan to continue to be innovative in product design, to deliver new products and to improve our manufacturing efficiencies. Our continued success depends on our ability to develop and introduce new, technologically advanced and lower cost products, such as more efficient, better performance LED component products. If we are unable to introduce new products that are commercially viable and meet rapidly evolving customer requirements or keep pace with evolving technological standards and market developments or are otherwise unable to execute our product innovation strategy effectively, we may not be able to take advantage of market opportunities as they arise, execute our business plan or be able to compete effectively. To differentiate ourselves from other LED package manufacturers, we are putting more resources towards module and system design. Along with our technical know-how in the chip and package sectors, we are able to further integrate electrical, thermal and mechanical manufacturing resources to provide customers with one-stop system services. Services include design, prototyping, OEM and ODM. Key markets that we intend to target at the system end include different types of UV LED industrial printers, aquarium lighting, medical applications, niche imaging light engines, horticultural lighting and high standard commercial lighting. The modules are designed for various printing, curing, and PCB exposure industrial equipment, providing uncompromised reliability and optical output. Our LED components include different sizes and wattage to accommodate different demands in the LED market.

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•

General economic conditions and geographic concentration. Many countries including the United States and the European Union (the “E.U.”) members have instituted, or have announced plans to institute, government regulations and programs designed to encourage or mandate increased energy efficiency in lighting. These actions include in certain cases banning the sale after specified dates of certain forms of incandescent lighting, which are advancing the adoption of more energy efficient lighting solutions such as LEDs. When the global economy slows or a financial crisis occurs, consumer and government confidence declines, with levels of government grants and subsidies for LED adoption and consumer spending likely to be adversely impacted. Our revenues have been concentrated in a few select markets, including the United States, Japan, Taiwan and Netherlands. Given that we are operating in a rapidly changing industry, our sales in specific markets may fluctuate from quarter to quarter. Therefore, our financial results will be impacted by general economic and political conditions in such markets. For example, the aggressive support by the Chinese government for the LED industry through significant government incentives and subsidies to encourage the use of LED lighting and to establish the LED ‑ sector companies has resulted in production overcapacity in the market and intense competition. Furthermore, due to Chinese package manufacturers increasing usage of domestic LED chips, prices are increasingly competitive, leading to Chinese manufacturers growing market share in the global LED industry. In addition, we have historically derived a significant portion of our revenues from a limited number of customers. Some of our largest customers and what we produce/have produced for them have changed from quarter to quarter primarily as a result of the timing of discrete, large project‑based purchases and broadening customer base, among other things. For the three and the six months ended February 28, 2023, sales to our three largest customers, in the aggregate, accounted for 72% and 68% of our revenues, respectively. Revlon, our largest customer in fiscal 2022, filed for Chapter 11 bankruptcy in June 2022, which resulted in a write off receivables of $126 thousand for the year ended August 31, 2022. If Revlon is not able to reorganize its business successfully, our revenue and financial results could be adversely impacted.

•

Intellectual property issues. Competitors of ours and other third parties have in the past and will likely from time to time in the future allege that our products infringe on their intellectual property rights. Defending against any intellectual property infringement claims would likely result in costly litigation and ultimately may lead to our not being able to manufacture, use or sell products found to be infringing. However, other third parties may also assert infringement claims against our customers with respect to our products, or our customers’ products that incorporate our technologies or products. Any such legal action or the threat of legal action against us, or our customers, could impair such customers’ continued demand for our products. This could prevent us from growing or even maintaining our revenues, or cause us to incur additional costs and expenses, and adversely affect our financial condition and results of operations.

•

Cash position. Our cash and cash equivalents increased to $3.9 million as of February 28, 2023 from $3.7 million as of February 28, 2022, primarily due to the collection of accounts receivable and advances from customers. We have implemented actions to accelerate operating cost reductions and improve operational efficiencies. The plan is further enhanced through the fabless business model in which we implemented certain workforce reductions and are exploring the opportunities to sell certain equipment related to the manufacturing of vertical LED chips, in order to reduce the idle capacity charges and minimize our research and development activities associated with chips manufacturing operation. In December 2019, we issued convertible unsecured promissory notes with a principal sum of $2 million, of which, $600 thousand convertible notes were converted into 200 thousand shares of common stock in May 2020. On May 26, 2022, the Notes were extended with the same terms and interest rate for one year and now mature on May 30, 2023. As of February 28, 2023 and 2022, the outstanding principal of these notes totaled $1.4 million. Based on our current financial projections, we believe that we will have sufficient sources of liquidity to fund our operations and capital expenditure plans for the next 12 months.

Critical Accounting Policies and Estimates

We believe that the application of the following accounting policies, which are important to our financial position and results of operations, require significant judgments and estimates on the part of management. For a summary of our significant accounting policies, including the accounting policies discussed below, see Item 1 to the Unaudited Consolidated Financial Statements.

Revenue Recognition

The Company recognizes the amount of revenue when the Company satisfies a performance obligation to which it expects to be entitled for the transfer of promised goods or services to customers. The Company obtains written purchase authorizations from its customers as evidence of an arrangement and these authorizations generally provide for a specified amount of product at a fixed price. Generally, the Company considers delivery to have occurred at the time of shipment as this is generally when title and risk of loss for the products will pass to the customer. The Company provides its customers with limited rights of return for non-conforming shipments and product warranty claims. Based on historical return percentages, which have not been material to date, and other relevant factors, the Company estimates its potential future exposure on recorded product sales, which reduces product revenues in the consolidated

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statements of operations and reduces accounts receivable in the consolidated balance sheets. The Company also provides standard product warranties on its products, which generally range from three months to two years. Management estimates the Company’s warranty obligations as a percentage of revenues, based on historical knowledge of warranty costs and other relevant factors. To date, the related estimated warranty provisions have been insignificant. Refer to Note 2 to the Unaudited Condensed Consolidated Financial Statements for our revenue recognition policies.

Accounts Receivable

The allowance for doubtful accounts is based on management’s assessment of the collectability of customer accounts. Management regularly reviews the allowance by considering certain factors such as historical experience, industry data, credit quality, age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. No bad debt expenses were recognized during the three months ended February 28, 2023 and 2022.

Write-down of Inventories

The Company writes down excess and obsolete inventory to its estimated net realizable value. The net realized value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of net realized value is based on current market conditions and historical experience with product sales of similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value. For finished goods and work in process, if the estimated net realizable value for an inventory item, which is the estimated selling price in the ordinary course of business, less reasonably predicable costs to completion and disposal, is lower than its cost, the specific inventory item is written down to its estimated net realizable value. Net realizable value for raw materials is based on replacement cost. Provisions for inventory write downs are included in cost of revenues in the consolidated statements of operations. Once written down, inventories are carried at this lower cost basis until sold or scrapped. Inventory write‑downs to estimated net realizable values were $196 thousand and $185 thousand for the three months ended February 28, 2023 and 2022, respectively.

Exchange Rate Information

We are a Delaware corporation and, under SEC requirements, must report our financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. At the same time, our subsidiaries use the local currency as their functional currency. For example, the functional currency for Taiwan SemiLEDs is the NT dollar. The assets and liabilities of the subsidiaries are, therefore, translated into U.S. dollars at exchange rates in effect at each balance sheet date, and income and expense accounts are translated at average exchange rates during the period. The resulting translation adjustments are recorded to a separate component of accumulated other comprehensive income (loss) within equity. Any gains and losses from transactions denominated in currencies other than their functional currencies are recognized in the consolidated statements of operations as a separate component of other income (expense). Due to exchange rate fluctuations, such translated amounts may vary from quarter to quarter even in circumstances where such amounts have not materially changed when denominated in their functional currencies.

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The translations from NT dollars to U.S. dollars were made at the exchange rates as set forth in the statistical release of the Bank of Taiwan. On February 28, 2023, the exchange rate was 30.48 NT dollars to one U.S. dollar. On April 6, 2023, the exchange rate was 30.52 NT dollars to one U.S. dollar.

No representation is made that the NT dollar or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars or NT dollars, as the case may be, at any particular rate or at all.

Results of Operations

Three Months Ended February 28, 2023 Compared to the Three Months Ended February 28, 2022


		Three Months Ended
		February 28, 2023					February 28, 2022
				% of					% of			Change			Change
		$		Revenues			$		Revenues			$			%
	(in thousands)
LED chips		$	22		2	%	$	78		4	%	$	(56	)		(72	)	%
LED components			380		33	%		1,569		72	%		(1,189	)		(76	)	%
Lighting products			56		5	%		142		6	%		(86	)		(61	)	%
Other revenues (1)			694		60	%		387		18	%		307			79		%
Total revenues, net			1,152		100	%		2,176		100	%		(1,024	)		(47	)	%
Cost of revenues			890		77	%		1,653		76	%		(763	)		(46	)	%
Gross profit		$	262		23	%	$	523		24	%	$	(261	)		(50	)	%

____________________

(1) Other includes primarily revenues attributable to the sale of epitaxial wafers, scraps and raw materials, the provision of services and a joint development project with CrayoNano AS.

Revenues, net

Our revenues decreased by 47% to $1.2 million for the three months ended February 28, 2023 from $2.2 million for the three months ended February 28, 2022. The decrease in revenues was driven primarily by a $1.2 million decrease in sales of LED components and a $56 thousand decrease in sales of LED chips and a $86 thousand decrease in lighting products, offset in part by a $307 thousand increase in other revenues.

Revenues attributable to the sales of our LED chips were $22 thousand and $78 thousand, representing 2% and 4% of our revenues for each of the three months ended February 28, 2023 and February 28, 2022. The decrease was primarily due to varying volumes sold for the LED chips. We have adopted a strategy to adjust our product mix by exiting certain high volume but low unit selling price product lines in response to the general trend of lower average selling prices for products that have been available in the market for some time and to focus on profitable products.

Revenues attributable to the sales of our LED components were $380 thousand and $1.6 million, representing 33% and 72%, respectively, of our revenues for the three months ended February 28, 2023 and February 28, 2022, respectively. The decrease in revenues attributable to sales of LED components was primarily due to less volumes sold.

Revenues attributable to the sales of lighting products were $56 thousand and $142 thousand, representing 5% and 6% of our revenues for the three months ended February 28, 2023 and February 28, 2022, respectively. Revenues attributable to the sales of lighting products were lower for the three months ended February 28, 2023 primarily due to lower in demand for LED lighting products.

Revenues attributable to other revenues were $694 thousand and $387 thousand, representing 60% and 18% of our revenues for the three months ended February 28, 2023 and February 28, 2022, respectively. The increase in revenues attributable to other revenues was primarily due to the non-recurring sale of raw materials and a joint development project with CrayoNano AS beginning in January 2022.

Cost of Revenues

Our cost of revenues decreased by 46% from $1.7 million for the three months ended February 28, 2022 to $890 thousand for the three months ended February 28, 2023. The decrease in cost of revenues was primarily due to the decrease in the volume of products sold.

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Gross Profit

Our gross profit decreased by 50% from $523 thousand for the three months ended February 28, 2022 to $262 thousand for the three months ended February 28, 2023. The decrease of gross margin was primarily a consequence of a proportionate decrease in the sales of products.

Operating Expenses


	Three Months Ended
	February 28, 2023					February 28, 2022
			% of						% of				Change			Change
	$		Revenues			$			Revenues				$			%
	(in thousands)
Research and development	$	295		26	%	$	295			14		%	$	—			—		%
Selling, general and administrative		669		58	%		746			34		%		(77	)		(10	)	%
Gain on disposals of long-lived assets, net		—		—	%		(139	)		(6	)	%		139			(100	)	%
Total operating expenses	$	964		84	%	$	902			41		%	$	62			7		%

Research and development

Our research and development expenses were $295 thousand for both three months ended February 28, 2023 and 2022.

Selling, general and administrative

Our selling, general and administrative expenses decreased from $746 thousand for the three months ended February 28, 2022 to $669 thousand for the three months ended February 28, 2023. The decrease was mainly attributable to decreases in insurance expense, professional service fees and stock-based compensation and in various other expenses.

Gain on disposal of long-lived assets, net

We recognized a net gain of $0 thousand and $139 thousand on the disposal of long-lived assets for the three months ended February 28, 2023 and 2022, respectively. Due to the excess capacity charges that we have experienced for the last few years, considering the risk of technological obsolescence and according to the production plan built based on our sales forecast, we disposed of certain of our idle equipment.

Other Income (Expenses)


	Three Months Ended
	February 28, 2023							February 28, 2022
				% of							% of
	$			Revenues				$			Revenues
	(in thousands)
Interest expenses, net		(65	)		(6	)			(92	)		(4	)	%
Other income, net		229			20		%		385			18		%
Foreign currency transaction loss, net		(7	)		(1	)	%		(66	)		(3	)	%
Total other income (expenses), net	$	157			14		%	$	227			11		%

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Interest expenses, net Interest expenses, net which primarily consisted of accrued interest payment on convertible notes, NT dollar denominated long-term notes and $3.2 million of loans with our Chairman and Chief Executive Officer and our largest shareholder. The decrease in interest expense, net was primarily due to higher interest income for the three months ended February 28, 2023.

Other income, net Other income, net decrease from $385 thousand for the three months ended February 28, 2022, to $229 thousand for the three months ended February 28, 2023, primarily due to higher rental income and payments received under the new Patent Cross-License Agreement with CrayoNano AS for the three months ended February 28, 2022.

Foreign currency transaction loss, net We recognized a net foreign currency transaction loss of $7 thousand and $66 thousand for the three months ended February 28, 2023 and February 28, 2022, respectively, primarily due to the appreciation of the U.S. dollar against the NT dollar from bank deposits and accounts payables.

Income Tax Expense

Our effective tax rate is expected to be approximately zero for fiscal 2023 and was zero for fiscal 2022, since Taiwan SemiLEDs incurred losses, and because we provided a full valuation allowance on all deferred tax assets, which consisted primarily of net operating loss carryforwards and foreign investment loss.

Net (Loss) Income Attributable to Noncontrolling Interests


	Three Months Ended
	February 28, 2023						February 28, 2022
				% of					% of
	$			Revenues			$		Revenues
	(in thousands)
Net (loss) income attributable to noncontrolling interests	$	(4	)		1	%	$	20		1	%

We recognized net loss attributable to non-controlling interests of $4 thousand and a net income of $20 thousand for the three months ended February 28, 2023 and 2022, respectively, which was attributable to the share of the net (loss) gain of Taiwan Bandaoti Zhaoming Co., Ltd held by the remaining non-controlling holders. Non-controlling interests represented 2.63% and 3.05% equity interest in Taiwan Bandaoti Zhaoming Co., Ltd., as of February 28, 2023 and 2022, respectively.

Six Months Ended February 28, 2023 Compared to the Six Months Ended February 28, 2022


		Six Months Ended
		February 28, 2023					February 28, 2022
				% of					% of			Change			Change
		$		Revenues			$		Revenues			$			%
	(in thousands)
LED chips		$	71		3	%	$	96		3	%	$	(25	)		(26	)	%
LED components			1,215		43	%		2,690		74	%		(1,475	)		(55	)	%
Lighting products			211		7	%		227		6	%		(16	)		(7	)	%
Other revenues (1)			1,350		47	%		628		17	%		722			115		%
Total revenues, net			2,847		100	%		3,641		100	%		(794	)		(22	)	%
Cost of revenues			2,122		75	%		2,915		80	%		(793	)		(27	)	%
Gross profit		$	725		25	%	$	726		20	%	$	(1	)		(0	)	%

_____________________

(1) Other includes primarily revenues attributable to the sale of epitaxial wafers, scraps and raw materials and the provision of services and a joint development project with CrayoNano AS.

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Revenues, net

Our revenues decreased by 22% from $3.6 million for the six months ended February 28, 2022 to $2.8 million for the six months ended February 28, 2023. The $794 thousand decrease in revenues reflects a $1.5 million decrease in sales of LED components, a $25 thousand decrease in sales of LED chips and a $16 thousand decrease in revenues attributable to lighting products, offset by a $722 thousand increase in other revenues.

Revenues attributable to the sales of our LED chips were $71 thousand and $96 thousand, representing 3% of our revenues for both six months ended February 28, 2023 and 2022. The slight decrease in revenues attributable to sales of LED chips was a result of a decrease in the volume of LED chips sold.

Revenues attributable to the sales of our LED components were $1.2 million and $2.7 million, representing 43% and 74% of our revenues for the six months ended February 28, 2023 and February 28, 2022, respectively. The decrease in revenues attributable to sales of LED components was primarily due to less volumes sold.

Revenues attributable to the sales of lighting products were $211 thousand and $227 thousand, representing 7% and 6% of our revenues for the six months ended February 28, 2023 and February 28, 2022, respectively. Revenues attributable to the sales of lighting products were $16 thousand lower for the six months ended February 28, 2023 primarily due to less demand for the lighting products sold.

Revenues attributable to other revenues represented 47% and 17% of our revenues for the six months ended February 28, 2023 and February 28, 2022, respectively. The increase in revenues attributable to other revenues was primarily due to the non-recurring sale of raw materials and a joint development project with CrayoNano AS beginning in January 2022.

Cost of Revenues

Our cost of revenues decreased by 27% from $2.9 million for the six months ended February 28, 2022 to $2.1 million for the six months ended February 28, 2023. The decrease in cost of revenues was primarily due to the decrease in the volume of products sold.

Gross Profit

Our gross profit decreased from $726 thousand for the six months ended February 28, 2022 to $725 thousand for the six months ended February 28, 2023. Our gross margin percentage was 25% for the six months ended February 28, 2023, as compared to 20% for the six months ended February 28, 2022 as a consequence of an increase in the sales of products with higher margin.

Operating Expenses


	Six Months Ended
	February 28, 2023					February 28, 2022
			% of						% of				Change			Change
	$		Revenues			$			Revenues				$			%
	(in thousands)
Research and development	$	660		23	%	$	699			19		%	$	(39	)		(6	)	%
Selling, general and administrative		1,421		50	%		1,523			42		%		(102	)		(7	)	%
Gain on disposals of long-lived assets, net		—		—	%		(139	)		(4	)	%		139			(100	)	%
Total operating expenses	$	2,081		73	%	$	2,083			57		%	$	(2	)		(0	)	%

Research and development

Our research and development expenses were $660 thousand and $699 thousand for the six months ended February 28, 2023 and February 28, 2022, respectively. The decrease was primary due to a $18 thousand decrease in engineering experiment fee and $14 thousand decrease in professional service fees.

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Selling, general and administrative

Our selling, general and administrative expenses were $1.4 million and $1.5 million for the six months ended February 28, 2023 and February 28, 2022. The decrease was mainly attributable to a decrease of $83 thousand in insurance expense and $22 thousand decrease in patent membership fee and other various expenses.

Gain on disposal of long-lived assets, net

We recognized a net gain of $0 thousand and $139 thousand on the disposal of long-lived assets for the six months ended February 28, 2023 and February 28, 2022, respectively. Due to the excess capacity charges that we have experienced for the last few years, considering the risk of technological obsolescence and according to the production plan built based on our sales forecast, we disposed of certain of our idle equipment in the six months ended February 28, 2022.

Other Income (Expenses)


	Six Months Ended
	February 28, 2023							February 28, 2022
				% of							% of
	$			Revenues				$			Revenues
	(in thousands)
Interest expenses, net		(152	)		(5	)	%		(183	)		(6	)	%
Other income, net		471			17		%		951			26		%
Foreign currency transaction loss, net		(17	)		(1	)	%		(88	)		(2	)	%
Total other income (expenses), net	$	302			11		%	$	680			19		%

Other income, net Other income, net decreased from $951 thousand for the six months ended February 28, 2022, to $471 thousand for the six months ended February 28, 2023, primarily due to higher rental income and payments received under the new Patent Cross-License Agreement with CrayoNano AS for the six months ended February 28, 2022.

Foreign currency transaction loss, net We recognized a net foreign currency transaction loss of $17 thousand and $88 thousand for the six months ended February 28, 2023 and February 28, 2022, respectively, primarily due to the appreciation of the U.S. dollar against the NT dollar from bank deposits and accounts payables.

Income Tax Expense

Net (Loss) Income Attributable to Noncontrolling Interests


	Six Months Ended
	February 28, 2023						February 28, 2022
				% of					% of
	$			Revenues			$		Revenues
	(in thousands)
Net (loss) income attributable to noncontrolling interests	$	(1	)		—	%	$	13		—

We recognized net loss of attributable to non-controlling interests of $1 thousand net gain of $13 thousand for the six months ended February 28, 2023 and February 28, 2022, respectively, which was attributable to the share of the net (loss) gain of Taiwan Bandaoti Zhaoming Co., Ltd., held by the remaining non-controlling holders. Non-controlling interests represented 2.63% and 3.05% equity interest in Taiwan Bandaoti Zhaoming Co., Ltd., as of February 28, 2023 and 2022, respectively.

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Liquidity and Capital Resources

This section includes a discussion and analysis of our cash requirements, contingencies, sources and uses of cash, operations, working capital and long-term assets and liabilities.

Contingencies

We have several operating leases with third parties, primarily for land, plant and office spaces in Taiwan, including cancellable and noncancelable leases that expire at various dates between December 2024 and December 2040. See Note 5, "Commitments and Contingencies" in the notes to our unaudited condensed consolidated financial statements in this Form 10-Q.

Sources and Uses of Cash

As of February 28, 2023 and August 31, 2022, we had cash and cash equivalents of $3.9 million and $4.3 million, respectively, which were predominately held in U.S. dollar denominated demand deposits and/or money market funds.

As of April 6, 2023, we had no available credit facility.

Long-term assets and liabilities

Our long-term assets consist primarily of property, plant and equipment, intangible assets, operating lease assets and investments in unconsolidated entities. Our manufacturing rationalization plans have included efforts to utilize our existing manufacturing assets and supply arrangements more efficiently. We believe that near-term access to additional manufacturing capacity, should it be required, could be readily obtained on reasonable terms through manufacturing agreements with third parties. We will continue to look for opportunities to make strategic manufacturing in the future for additional capacity.

Our long-term liabilities consist primarily long-term debt and operating lease liabilities.

Our long-term debt, which consisted of NT dollar denominated long-term notes, convertible unsecured promissory notes, and loans from our Chairman and our largest shareholder, totaled $6.7 million and $6.9 million as of February 28, 2023 and August 31, 2022, respectively.

Our NT dollar denominated long-term notes, totaled $3.2 million of both February 28, 2023 and August 31, 2022. These long-term notes consisted of two loans which we entered into on July 5, 2019, with aggregate amounts of $3.2 million (NT$100 million). The first loan originally for $2.0 million (NT$62 million) has an annual floating interest rate equal to the NTD base lending rate plus 1.44% (or 2.165% currently), and was exclusively used to repay the existing loans. The second loan originally for $1.2 million (NT$38 million) has an annual floating interest rate equal to the NTD base lending rate plus 1.82% (or 2.545% currently) and is available for operating capital. These loans are secured by an $81 thousand (NT$2.5 million) security deposit and a first priority security interest on the Company’s headquarters building.

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Starting from May 2021, the first note payable requires monthly payments of principal in the amount of $25 thousand plus interest over the 74-month term of the note with final payment to occur in July 2027 and, as of February 28, 2023, our outstanding balance on this note payable was approximately $1.3 million.

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Starting from May 2021, the second note payable requires monthly payments of principal in the amount of $15 thousand plus interest over the 74-month term of the note with final payment to occur in July 2027 and, as of February 28, 2023, our outstanding balance on this note payable was approximately $798 thousand.

Property, plant and equipment pledged as collateral for our notes payable were $2.6 million and $2.8 million as of February 28, 2023 and August 31, 2022, respectively.

On January 8, 2019, the Company entered into loan agreements with each of the Chairman and Chief Executive Officer and the largest shareholder of the Company, with aggregate amounts of $1.7 million and $1.5 million, respectively, and an annual interest rate of both 8%. All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the cancelled proposed sale of the Company’s headquarters building pursuant to the agreement dated December 15, 2015. The Company was required to repay the loans of $1.5 million on January 14, 2021 and $1.7 million on January 22, 2021, respectively, unless the loans were sooner accelerated pursuant to the loan agreements. On January 16, 2021, the maturity date of these loans was extended with same terms and interest rate for one year to January 15, 2022, and on January 14, 2022, the maturity date of these loans was second extended with same terms and interest rate for one more year to January 15, 2023. On January 13, 2023, the maturity date of these loans was further extended with same terms and interest rate for one year to January 15, 2024. As of February 28, 2023 and August 31, 2022, the outstanding principal of these loans totaled $3.2 million. The loans are secured by a second priority security interest on the headquarters building of the Company.

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Working Capital

We have incurred significant losses since inception, including net losses attributable to SemiLEDs stockholders of $541 thousand and $172 thousand during the three months ended February 28, 2023 and 2022, respectively. Net cash used in operating activities for the six months ended February 28, 2023 was $85 thousand. As of February 28, 2023, we had cash and cash equivalents of $3.9 million. We have undertaken actions to decrease losses incurred and implemented cost reduction programs in an effort to transform the Company into a profitable operation. In addition, we are planning to issue additional equity.

On July 6, 2021, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”). In accordance with the terms of the Sales Agreement, we may offer and sell from time to time through the Agent our common stock having an aggregate offering price of up to $20,000,000 (the “Placement Shares”). Sales of the Placement Shares will be made on Nasdaq at market prices by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, or the Securities Act. We agreed to pay a commission to the Agent of 3.0% of the gross proceeds of the sale of the Placement Shares sold under the Agreement and reimburse the Agent for certain expenses. During the year ended August 31, 2022, we sold 286,328 shares of common stocks for gross proceeds of $995 thousand with $31 thousand paid as placement agent fees under our ATM program. We did not sell any shares under the ATM program in the first and second quarter of fiscal 2023. We may resume sales of Placement Shares after the issuance of the second quarter Form 10-Q.

We estimate that our cash requirements to service debt and contractual obligations in fiscal 2023 is approximately $5.1 million, which we expect to fund through the issuance of additional equity under the ATM program and through loan extensions. Based on our current financial projections and assuming the successful implementation of our liquidity plans, we believe that we will have sufficient sources of liquidity to fund our operations and capital expenditure plans for the next 12 months and beyond. The loans with each of our Chairman and Chief Executive Officer and our largest shareholder are expected to be extended upon maturity. However, there can be no assurances that our planned activities will be successful in raising additional capital, reducing losses and preserving cash. If we are not able to generate positive cash flows from operations, we may need to consider alternative financing sources and seek additional funds through public or private equity financings or from other sources, or refinance our indebtedness, to support our working capital requirements or for other purposes. There can be no assurance that additional debt or equity financing will be available to us or that, if available, such financing will be available on terms favorable to us.

Cash Flows

The following summary of our cash flows for the periods indicated has been derived from our unaudited interim condensed consolidated financial statements, which are included elsewhere in this Quarterly Report (in thousands):


	Six Months Ended
	February 28, 2023			February 28, 2022
Net cash used in operating activities	$	(85	)	$	(1,031	)
Net cash (used in) provided by investing activities	$	(92	)	$	84
Net cash used in financing activities	$	(240	)	$	(260	)

Cash Flows Used In Operating Activities

Net cash used in operating activities for the six months ended February 28, 2023 and February 28, 2022 was $85 thousand and $1.0 million, respectively. The decrease in cash flows used in operating activities for the six months ended February 28, 2023 was primary attributable to a decrease of $651 thousand of accounts receivable and $494 thousand increase in accrued expenses and other

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current liabilities and a decrease of $139 thousand in gain on disposal of long-lived assets, offset partially by $377 thousand increase in net loss.

Cash Flows (Used In) Provided By Investing Activities

Net cash used in investing activities for the six months ended February 28, 2023 was $92 thousand, consisting primarily of $83 thousand of purchases of property, plant and equipment and $9 thousand of payments for development of intangible assets.

Net cash provided by investing activities for the six months ended February 28, 2022 was $84 thousand, consisting primarily of $139 thousand of proceeds from sales of property, plant and equipment, offset in part by $49 thousand of purchases of machinery and equipment and $6 thousand of payments for development of intangible assets.

Cash Flows Used In Financing Activities

Net cash used in financing activities for the six months ended February 28, 2023 and February 28, 2022 was $240 thousand and $260 thousand, respectively. The decrease was primary attributable to the repayments of long-term debt.

Capital Expenditures

We had capital expenditures of $83 thousand and $49 thousand for the six months ended February 28, 2023 and 2022, respectively. Our capital expenditures consisted primarily of the purchases of machinery and equipment, construction in progress, prepayments for our manufacturing facilities and prepayments for equipment purchases. We expect to continue investing in capital expenditures in the future as we expand our business operations and invest in such expansion of our production capacity as we deem appropriate under market conditions and customer demand. However, in response to controlling capital costs and maintaining financial flexibility, our management continues to monitor prices and, consistent with its existing contractual commitments, may decrease further its activity level and capital expenditures as appropriate.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer, or CEO, and our chief financial officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of February 28, 2023. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based upon the aforementioned evaluation, our CEO and CFO have concluded that, as of February 28, 2023, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended February 28, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Due to the complex technology required to compete successfully in the LED industry, participants in our industry are often engaged in significant intellectual property licensing arrangements, negotiations, disputes and litigation. We are directly or indirectly involved from time to time and may be named in various other claims or legal proceedings arising in the ordinary course of our business or otherwise.

There were no material pending legal proceedings or claims as of February 28, 2023.

Item 1A. Risk Factors

Except as set forth below, there are no material changes related to risk factors from the risk factors described in Item 1A “Risk Factors” in Part I of our 2022 Annual Report.

The market prices and trading volume of common stock have recently experienced, and may continue to experience, extreme volatility, which could cause purchasers of our securities to incur substantial losses.

The market prices and trading volume of our shares of common stock have recently experienced, and may continue to experience, extreme volatility, which could cause purchasers of our common stock to incur substantial losses. For example, during fiscal 2023 to date, the market price of our common stock has fluctuated from a high of $2.88 per share on September 9, 2022 to a low of $1.54 per share on December 28, 2022. During fiscal 2023 to date, daily trading volume ranged from approximately 1,000 to 164,000 shares.

We believe that the recent volatility and our current market prices reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how long these dynamics will last. Under the circumstances, we caution you against investing in our common stock, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.

Extreme fluctuations in the market price of our common stock may be the result of strong and substantially increased retail investor interest, including on social media and online forums. The market volatility and trading patterns we have experienced create several risks for investors, including the following:

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the market price of our common stock has experienced and may continue to experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face;

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factors in the public trading market for our common stock include the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and any related hedging and other trading factors;

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our market capitalization, as implied by various trading prices, currently reflects valuations that diverge significantly from those seen prior to recent volatility, and to the extent these valuations reflect trading dynamics unrelated to our financial performance or prospects, purchasers of our common stock could incur substantial losses if there are declines in market prices driven by a return to earlier valuations;

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to the extent volatility in our common stock is caused, as has widely been reported, by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our common stock as traders with a short position make market purchases to avoid or to mitigate potential losses, investors purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated; and

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if the market price of our common stock declines, you may be unable to resell your shares at or above the price at which you acquired them. We cannot assure you that the equity issuance of our common stock will not fluctuate or decline significantly in the future, in which case you could incur substantial losses.

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We may continue to incur rapid and substantial increases or decreases in our stock price in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or affecting us. Accordingly, the market price of our shares of common stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business. Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of our common stock or result in fluctuations in the price or trading volume of our common stock, including:

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overall performance of the equity markets and the economy as a whole;

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changes in the financial projections we may provide to the public or our failure to meet these projections;

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in our growth rate relative to that of our competitors;

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changes in the anticipated future size or growth rate of our addressable markets;

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announcements of new products and services, technological updates or enhancements, or of acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments, by us or by our competitors;

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additions or departures of board members, management or key personnel;

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failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

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rumors and market speculation involving us or other companies in our industry;

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research or reports that securities analysts or others publish about us or our business;

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new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

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lawsuits threatened or filed against us or investigations by governmental authorities;

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other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;

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health epidemics, such as the COVID-19 pandemic, influenza, and other highly communicable diseases; and

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sales of shares of our common stock by us or our stockholders.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Repurchases

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit No.		Description

10.1		Third Amendment to Loan Agreement dated January 13, 2023 between SemiLEDs Corporation and J.R. Simplot Company (incorporated by reference from Exhibit 1.1 to the Company's Current Report on Form 8-K filed on January 18, 2023)

10.2		Third Amendment to Loan Agreement dated January 13, 2023 between SemiLEDs Corporation and Trung Doan (incorporated by reference from Exhibit 1.2 to the Company's Current Report on Form 8-K filed on January 18, 2023)

31.1		Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


		SEMILEDS CORPORATION
		(Registrant)

Dated:	April 12, 2023	By:	/s/ Christopher Lee
		Name:	Christopher Lee
		Title:	Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)