SemiLEDs Corp 10-Q

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 continuing impact of the COVID-19 pandemic 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 Netherlands, Ireland, Taiwan, Japan, the United States, Germany and India, where our revenues are concentrated, including the impact of the COVID-19 pandemic on customer demand. 16 • Our ability to develop and execute upon a new strategy to exploit the China and India market. • Our ability to resolve pending litigation on favorable terms. • 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, 2021, or the 2021 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 2021 Annual Report, and in other filings with the SEC. 17 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 and specialty industrial applications, including ultraviolet, or UV, curing of polymers, LED light therapy in medical/cosmetic applications, counterfeit detection, germicidal and viricidal devices, 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 Taiwan, the United States, the Netherlands, Germany and India. 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 various 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% 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: • COVID-19 Pandemic. In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the world. As a result, and in consideration of the health and well-being of our employees, customers and communities, and in support of efforts to contain the spread of the virus, we have taken several precautionary measures and adjusted our operational needs. Our workplaces are operating under enhanced measures to ensure the health and safety of our employees, including limiting the visitors coming into our workplace and using videoconferencing for meetings when possible. Our business, financial condition, liquidity and operating results have been, and will continue to be, adversely affected by COVID-19 and related restrictions. The conditions caused by the COVID-19 pandemic have adversely affected our customers’ ability or willingness to purchase our products or services, 18 delayed prospective customers’ purchasing decisions, adversely impacted our ability to provide or deliver products and on-site services to our customers, delayed the provisioning of our offerings, or lengthened payment terms, all of which could adversely affect our future sales, operating results and overall financial performance. Our operations have also been negatively affected by a range of external factors related to the COVID-19 pandemic that are not within our control. For example, while operations continue d in our locations, some of our non-manufacturing employees work remotely and travel remains limited; which hinders our ability to connect with customers and participate in trade shows. G iven the ongoing and evolving economic and business impact of the COVID-19 pandemic, we may be required to further revise certain accounting estimates and judgments, which could have a material adverse effect on our financial position and results of operations. • Our ability to raise additional debt funding, 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 common stock from time to time. However, we may not be able to obtain debt funding or sell equity securities on terms that are favorable to us, or at all. The raising of additional debt funding 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. • 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 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. The growth of our module products 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 19 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. • 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 Netherlands, Taiwan, the United States, Germany, Japan and India. 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 months ended November 30, 2021 and 2020, sales to our three largest customers, in the aggregate, accounted for 68% and 61% of our revenues, respectively. • 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. In June 2012, we settled an intellectual property dispute involving Cree. We agreed to dismiss amended complaints filed against each other without prejudice. We agreed to the entry of a permanent injunction that was effective October 1, 2012 that precludes us from (and/or from assisting others in) making, using, importing, selling and/or offering to sell in the United States certain accused products and/or any device that includes such an accused product after that date and to payment of a settlement fee for past damages. All accused products sold before the date of settlement are released under this agreement and our customers and distributors are specifically released. All remaining claims between Cree and us were withdrawn without prejudice, with each retaining the right to assert them in the future. 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 20 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 $4.1 million as of November 30, 2021 from $2.7 million as of November 30, 2020, primarily due to the sale of 344,391 shares of common stock for net proceeds of $4.0 million under our ATM program. 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. 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. On May 26, 2021 the Notes were extended with the same terms and interest rate for one year and mature on May 30, 2022. As of November 30, 2021 and 2020, the outstanding principal of these notes totaled $1.4 million. 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 has revenue recognition policies for its operating projects that are appropriate to the circumstances of each business. Refer to Note 2 to the Consolidated Financial Statements for our revenue recognition policies. Write-down of Inventories 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. Income taxes The reliability of the deferred tax asset mainly depends on whether sufficient future profits or taxable temporary differences will be available. In cases where the actual future profits generated are less than expected, a material reversal of deferred tax assets may arise, which would be recognized in profit or loss for the period in which such a reversal takes place. 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. 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 November 30, 2021, the exchange rate was 27.80 NT dollars to one U.S. dollar. On January 7, 2022, the exchange rate was 27.69 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. 21 Results of Operations Three Months Ended November 30, 2021 Compared to the Three Months Ended November 30, 2020 Three Months Ended November 30, 2021 2020 % of % of Change Change $ Revenues $ Revenues $ % (in thousands) LED chips $ 18 1 % $ 37 5 % $ (19 ) (51 ) % LED components 1,123 77 % 505 70 % 618 122 % Lighting products 85 6 % 169 24 % (84 ) (50 ) % Other revenues (1) 239 16 % 8 1 % 231 2,888 % Total revenues, net 1,465 100 % 719 100 % 746 104 % Cost of revenues 1,262 86 % 741 103 % 521 70 % Gross profit (loss) $ 203 14 % $ (22 ) (3 ) % $ 225 1,023 % (1) Other includes primarily revenues attributable to the sale of epitaxial wafers, scraps and raw materials and the provision of services. Revenues, net Our revenues increased by 104% to $1.5 million for the three months ended November 30, 2021 from $719 thousand for the three months ended November 30, 2020. The increase in revenues was caused primarily by a $618 thousand increase in sales of LED components and 231 thousand increase in other revenue offset by a $19 thousand decrease in LED chips and $84 thousand decrease in lighting products. Revenues attributable to the sales of our LED chips represented 1% and 5% of our revenues for the three months ended November 30, 2021 and 2020, respectively. The decrease in revenues attributable to sales of LED chips was the result of a decrease in the volume of LED chips sold, reflecting our strategic plan to place greater emphasis on the sales of LED components rather than the sales of LED chips. Revenues attributable to the sales of our LED components represented 77% and 70% of our revenues for the three months ended November 30, 2021 and 2020, respectively. The increase in revenues attributable to sales of LED components was primarily due to more volumes sold. Revenues attributable to the sales of lighting products represented 6% and 24% of our revenues for the three months ended November 30, 2021 and 2020, respectively. Revenues attributable to the sales of lighting products were lower for the three months ended November 30, 2021 primarily due to less demand of the lighting products sold. Revenues attributable to other revenues represented 16% and 1% of our revenues for the three months ended November 30, 2021 and 2020, respectively. The increase in revenues attributable to other revenues was primarily due to the non-recurring sale of raw materials in the three months ended November 30, 2021. Cost of Revenues Our cost of revenues increased by 70% from $741 thousand for the three months ended November 30, 2020 to $1.3 million for the three months ended November 30, 2021. The increase in cost of revenues was primarily due to the increase in the volume of products sold. Gross Profit (loss) Our gross profit (loss) increased from a loss of $22 thousand for the three months ended November 30, 2020 to a profit of $203 thousand for the three months ended November 30, 2021. The increase was a consequence of focusing on profitable products described above. 22 Operating Expenses Three Months Ended November 30, 2021 2020 % of % of Change Change $ Revenues $ Revenues $ % (in thousands) Research and development $ 404 28 % $ 346 48 % $ 58 17 % Selling, general and administrative 777 53 % 681 95 % 96 14 % Gain on disposals of long-lived assets — — % (77 ) (11 ) % 77 100 % Total operating expenses $ 1,181 81 % $ 950 132 % $ 231 24 % Research and development. Our research and development expenses were $404 thousand and $346 thousand for the three months ended November 30, 2021 and 2020, respectively. The increase was mainly attributable to a $58 thousand increase in the payroll and engineering experiment materials. Selling, general and administrative. Our selling, general and administrative expenses increased from $681 thousand for the three months ended November 30, 2020 to $777 thousand for the three months ended November 30, 2021. The increase was mainly attributable to increase in other expenses and professional service expenses. Gain on disposal of long-lived assets. We recognized $0 and $77 thousand gain on the disposal of long-lived assets for the three months ended November 30, 2021 and 2020, respectively. Due to the excess capacity charges that we have suffered for a 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 three months ended November 30, 2020. Other Income (Expenses) Three Months Ended November 30, 2021 2020 % of % of $ Revenues $ Revenues (in thousands) Interest expenses, net $ (91 ) (6 ) % $ (92 ) (13 ) % Other income, net 566 39 % 170 24 % Foreign currency transaction (loss) gain, net (22 ) (2 ) % 187 26 % Total other income, net $ 453 31 % $ 265 37 % Interest expenses, net. The decrease in interest expenses, net, was primarily due to the impact of a lower exchange rate of NT dollars to U.S. dollars. Other income, net. Other income, net increased from $170 thousand for the three months ended November 30, 2020 to $566 thousand for the three months ended November 30, 2021 was primarily due to the subsidies from a government jointly developed research project. Foreign currency transaction gain, net. We recognized a net foreign currency transaction loss of $22 thousand and a gain of $187 thousand for the three months ended November 30, 2021 and 2020, respectively, primarily due to the impact of a higher exchange rate of the U.S. dollar against the NT dollar from bank deposits. Income Tax Expense. Our effective tax rate is expected to be approximately zero for fiscal 2021 and was zero for fiscal 2020, 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. 23 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. Net Loss Attributable to Non-controlling Interests Three Months Ended November 30, 2021 2020 % of % of $ Revenues $ Revenues (in thousands) Net loss attributable to noncontrolling interests $ (7 ) — % $ (10 ) (1 ) % We recognized net loss attributable to non-controlling interests of $7 thousand and $10 thousand for the three months ended November 30, 2021 and 2020, respectively, which was attributable to the share of the net losses of Taiwan Bandaoti Zhaoming Co., Ltd., held by the remaining non-controlling holders. Non-controlling interests represented 3.05% equity interest in Taiwan Bandaoti Zhaoming Co., Ltd., for both of November 30, 2021 and 2020, respectively. Liquidity and Capital Resources As of November 30, 2021 and August 31, 2021, we had cash and cash equivalents of $4.1 million and $4.8 million, respectively, which were predominately held in U.S. dollar denominated demand deposits and/or money market funds. As of January 7 , 2022, we had no available credit facility. 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 $7.5 million and $7.7 million as of November 30, 2021 and August 31, 2021, respectively. Our NT dollar denominated long-term notes, totaled $3.2 million of both November 30, 2021 and August 31, 2021. 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 0.64% (or 1.465% 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 1.02% (or 1.845% currently) and is available for operating capital. These loans are secured by an $85 thousand (NT$2.5 million) security deposit and a first priority security interest on the Company’s headquarters building. Due to the impact of the COVID-19 pandemic, the bank agreed to give us a deferment period for twelve months starting from May 2020. During this period, we did not need to pay the monthly payments of the principal but only the interest. • Starting from May 2021, the first note payable requires monthly payments of principal in the amount of $27 thousand plus interest over the 74-month term of the note with final payment to occur in July 2027 and, as of November 30, 2021, our outstanding balance on this note payable was approximately $1.8 million. • Starting from May 2021, the second note payable requires monthly payments of principal in the amount of $17 thousand plus interest over the 74-month term of the note with final payment to occur in July 2027 and, as of November 30, 2021, our outstanding balance on this note payable was approximately $1.1 million. Property, plant and equipment pledged as collateral for our notes payable were $3.4 million and $3.5 million as of November 30, 2021 and August 31, 2021, respectively. On January 8, 2019, we entered into loan agreements with each of our Chairman and Chief Executive Officer and our largest shareholder, with aggregate amounts of $3.2 million, and an annual interest rate of 8%. All proceeds of the loans were exclusively used to return the deposit to Formosa Epitaxy Incorporation in connection with the proposed sale of our headquarters building pursuant to the agreement dated December 15, 2015. We were initially 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 were extended with same terms and interest rate for one year to January 15, 2022. As of November 30, 2021 and August 31, 2020, these loans totaled $3.2 million, respectively. The loans are secured by a second priority security interest on our headquarters. 24 On December 6, 2019 and on December 10, 2019, we issued convertible unsecured promissory notes to each of our Chairman and Chief Executive Officer and our largest shareholder (the “Holders”), with a principal sum of $2 million and an annual interest rate of 3.5%. Principal and accrued interest was due on demand by the Holders on and at any time after May 30, 2021 (the “Maturity Date”). The outstanding principal and unpaid accrued interest of the Notes may be converted into our Common Stock based on a conversion price of $3 dollars per share, at the option of the Holders any time from the date of the Notes. On May 25, 2020, the Holders each converted $300 thousand of notes into 100,000 shares of our common stock. On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and now mature on May 30, 2022. As of November 30, 2021 and August 31, 2020, the outstanding principal of these notes totaled $1.4 million. We have incurred significant losses since inception, including net losses attributable to SemiLEDs stockholders of $518 thousand and $697 thousand during the three months ended November 30, 2021 and 2020, respectively. Net cash used in operating activities for the three months ended November 30, 2021 was $607 thousand. As of November 30, 2021, we had cash and cash equivalents of $4.1 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, 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. In the fourth quarter of fiscal 2021, we sold 344,391 shares of common stock for gross proceeds of $4.2 million with $125 thousand paid as placement agent fees under our ATM program. We did not sell any shares under the ATM program in the first quarter of fiscal 2022. We expect to resume sales of Placement Shares after the issuance of the first quarter Form 10-Q. We estimate that our cash requirements to service debt and contractual obligations in fiscal 2022 is approximately $5.1 million, which we expect to fund through the issuance of additional equity under the ATM program. 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. 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): Three Months Ended November 30, 2021 2020 Net cash (used in) provided by operating activities $ (607 ) $ 88 Net cash (used in) provided by investing activities $ (31 ) $ 30 Net cash used in financing activities $ (130 ) $ (12 ) Cash Flows Used In Operating Activities Net cash used in operating activities for the three months ended November 30, 2021 was $607 thousand and net cash provided by operating activities for the three months ended November 30, 2020 was $88 thousand. The cash flows used in operating activities for the three months ended November 30, 2021 was $695 thousand more, primarily due to a decrease in accounts receivable and inventory and an increase in accrued expenses and other current liabilities. Cash Flows Used In Investing Activities Net cash used in investing activities for the three months ended November 30, 2021 was $31 thousand primarily for the purchase of machinery and equipment. 25 Net cash provided by investing activities for the three months ended November 30, 20 20 was $ 30 thousand, consisting of $ 7 7 thousand in proceeds from sale of machinery and equipment, offset by a $ 41 thousand in purchases of machinery and equipment and $6 thousand in payments for development of intangible assets . Cash Flows Used In Financing Activities Net cash used in financing activities for the three months ended November 30, 2021 was primarily for the repayment of long-term debt, while the three months ended November 30, 2020 was for the acquisition of noncontrolling interests. Capital Expenditures We had capital expenditures of $31 thousand and $41 thousand for the three months ended November 30, 2021 and 2020, 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 is continuing to monitor prices and, consistent with the existing contractual commitments, may decrease further our activity level and capital expenditures as appropriate. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable.