0001333822false00013338222024-07-082024-07-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 8, 2024
SEMILEDS CORPORATION
(Exact name of registrant as specified in charter)
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Delaware |
001-34992 |
20-2735523 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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3F, No.11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C. |
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350 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: +886-37-586788
N/A
(Former name or former address if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0000056 |
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LEDS |
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The Nasdaq Stock Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 8, 2019, SemiLEDs Corporation (the “Company”) entered into a secured loan agreement with Trung Doan, its Chairman and Chief Executive Officer, with an aggregate amount of $1.7 million and an annual interest rate of 8% (the “Loan Agreement”). The Loan Agreement is secured by a second priority security interest on the Company’s headquarters building. The maturity date of the Loan Agreement was January 14, 2021. On January 16, 2021, the maturity date of the Loan Agreement was extended with same terms and interest rate for one year to January 15, 2022, and on January 14, 2022, the maturity date of the Loan Agreement 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 the Loan Agreement was further extended with same terms and interest rate for one year to January 15, 2024. On January 7, 2024, the Company amended the Loan Agreement to extend the maturity date to January 15, 2025. On February 9, 2024, the Company (i) amended the Loan Agreement to permit the Company to repay up to $800,000 of principal under the Loan Agreement by issuing shares of the Company’s common stock and (ii) elected to prepay $800,000 of loan principal by delivering 629,921 shares of the Company’s common stock to Mr. Doan, based on the closing price of $1.27 per share on February 8, 2024. All other terms and conditions of the Loan Agreement remained the same.
On July 3, 2024, the Company and Trung Doan entered into the Sixth Amendment to the Loan Agreement (the “Sixth Amendment”). The Sixth Amendment amends the Loan Agreement to permit, upon the mutual agreement of the Company and Trung Doan, the Company to repay a portion of the principal amount or accrued interest under the Loan Agreement, by issuing shares of the Company’s common stock to Trung Doan as partial repayment of the Loan Agreement at a price per share equal to the closing price of the Company’s common stock immediately preceding the business day of the payment notice date. All other terms and conditions of the Loan Agreement, as amended by the Sixth Amendment, remain the same.
The foregoing description of the Sixth Amendment to the Loan Agreement is a summary only and is qualified in its entirety by the full text of the Sixth Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Item 2.02. Results of Operations and Financial Condition.
On July 8, 2024, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the third quarter of its fiscal year 2024, ended May 31, 2024.
Such information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 3, 2024, the Company’s Board of Directors (the “Board”) appointed Dr. Chris Chang Yu as a director of the Company effective immediately, for a term expiring at the next annual meeting of stockholders or until his successor shall have been duly elected and qualified, or his earlier removal or resignation. Dr. Yu has also been appointed to the Audit Committee by the Board.
Dr. Yu, 66, has served as a director since July 2024. Dr. Yu currently serves as the Chairman of the Board of CRS Holding Inc., Changhe Bio-Medical Science Co., Ltd, Ningkasai Science (Shanghai) Co., Ltd, Changwei System Science (Shanghai) Co., Ltd, Anpac Bio-Medical Science (Lishui) Co., Ltd, Adanced Life Therapeutics Co., Ltd and New-Herizon Bio-Medical Science Co., Ltd and as executive director of Anpac Bio-Medical Science (Shanghai) Co., Ltd, Lisui Anpac Medical Laboratory Co., 3Ltd, Shiji (Hainan) Medical Technology Co., Ltd, Shanghai Muqing Anpac Health Technology Co., Ltd, Anpac (Shanghai) Health Management Consulting Co., Ltd and Annadi Life Technology (Zhejiang) Co., Ltd. Dr. Yu also currently serves as a director of Anji Cayman, serves as an executive partner of Jiaxing Changxin Enterprise Management Partnership (Limited Partnership) and Jiaxing Ningbeika Enterprise Management Partnership (Limited Partnership), and serves as a general manager of Changhe Bio-Medical Science Co., Ltd and Annadi Life Technology (Zhejiang) Co., Ltd. Dr. Yu is also a co-founder of Fresh2 Group Limited (formerly named AnPac Bio-Medical Science Co., Ltd.). Dr. Yu served as Chairman of the Board and Chief Executive Officer of Fresh2 Group from its inception in January 2010 until April 2022 and was re-appointed as Co-Chairman of the Board and Co-CEO in May 2022. He subsequently resigned as Co-Chairman of the Board of Fresh2 Group in October 2022 and resigned as Co-CEO in May 2023. Prior to founding Fresh2 Group, he co-founded Anji Microelectronics (Shanghai) Co., Ltd. in 2004. Dr. Yu served as a technical director at Semiconductor Manufacturing International Corporation from 2002 to 2004. Dr. Yu also served as a vice president of the research and development team of Cabot Microelectronics Corporation. Dr. Yu received his bachelor and master’s degrees in physics from the University of Missouri Kansas-City Campus. He received his doctoral degree in physics from the Pennsylvania State University. The Board has determined that Dr. Yu should serve as a director based on his significant experience managing integrated circuit and technology companies and his experience as a CEO and director of a public company.
Dr. Yu has (i) no arrangements or understandings with any other person pursuant to which he was selected as a director, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. In addition, Dr. Yu (i) has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K, and (ii) as of the date of this Current Report on Form 8-K, holds no direct or indirect beneficial ownership in the Company’s common stock or rights to acquire the Company’s common stock.
The Board has determined that Dr. Yu qualifies as an independent director pursuant to Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of The Nasdaq Stock Market. With the appointment of Dr. Yu to the Audit Committee, the Company believes its Audit Committee once again meets the requirements of Nasdaq Listing Rule 5605(c)(2)(A), being comprised of three independent members.
With the appointment of Dr. Yu to the Audit Committee, the Company believes its Audit Committee once again meets the requirements of Nasdaq Listing Rule 5605(c)(2)(A), being comprised of three independent members.
In connection with his appointment to the Board, Dr. Yu will receive the standard compensation paid by the Company to all of its non-employee directors and as described under “Director Compensation” in “Part III - Item 11. Executive Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on November 28, 2023. In connection with his appointment, Dr. Yu will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 26, 2010.
Item 8.01 Other Events.
The Company will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on August 29, 2024. All other relevant information concerning the Annual Meeting will be included in the Company’s proxy materials to be distributed in connection with the Annual Meeting, which will be filed with the SEC and made available to the Company’s stockholders.
Because the date of the Annual Meeting is more than 30 days prior to the anniversary date of the Company’s Annual Meeting of Shareholders held in 2023, the Company is providing in this Current Report on Form 8-K the due dates for submissions of qualified shareholder proposals and shareholder director nominations.
To be eligible for inclusion in the proxy materials for the Annual Meeting pursuant to Rule 14a-8 of the Exchange Act, stockholder proposals (including any additional information specified in the Bylaws) must be received by our Corporate Secretary at the Company’s principal executive offices no later than July 15, 2024.
A stockholder proposal or director nomination (including nominations pursuant to Rule 14a-19 under the Exchange Act) outside of Rule 14a-8 under the Exchange Act and pursuant to the Bylaws must be received by our Corporate Secretary at the Company’s principal executive offices by July 15, 2024.
Stockholder proposals and stockholder director nominations must comply with all applicable requirements set forth in the rules and regulations of the SEC, the Exchange Act, and the Company’s bylaws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: July 8, 2024 |
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SemiLEDs Corporation |
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By: |
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/s/ Christopher Lee |
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Name: |
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Christopher Lee |
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Title: |
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Chief Financial Officer |
SIXTH AMENDMENT TO LOAN AGREEMENT
This Sixth Amendment to Loan Agreement (this “Sixth Amendment”) is entered into as of July 3, 2024 (“Effective Date”) by and between SemiLEDs Corporation (“Borrower”), and Trung Doan (“Lender”) (the Borrower and the Lender are hereinafter collectively referred to as “Parties”, and individually a “Party”).
WHEREAS, the Parties have entered into that certain Loan Agreement as of January 8, 2019 (“Original Agreement”), and the Amendment to the Loan Agreement dated January 16, 2021 (“Amendment”); the Second Amendment to the Loan Agreement dated January 14, 2022 (“Second Amendment”); the Third Amendment to the Loan Agreement dated January 13, 2023 (“Third Amendment”); the Fourth Amendment to the Loan Agreement dated January 7, 2024 (“Fourth Amendment”) and the Fifth Amendment to the Loan Agreement dated February 9, 2024 (“Fifth Amendment”) the Maturity Date thereunder being January 15, 2025. The Loan Agreement together with the Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and all Loan Documents are hereby collectively referred to as the “Loan Agreement”.
NOW, THEREFORE, the Parties desire to document the change of the Loan Agreement as follows:
1.In addition to the terms defined elsewhere in this Sixth Amendment, capitalized terms used in this Sixth Amendment shall have the same meanings ascribed to them in the Loan Agreement.
2.The Parties agree to amend Section 2.5 of the Loan Agreement from:
“2.5 Repayment Mechanics. All repayments hereunder shall be made by wire transfer of such amounts in immediately available funds denominated in U.S. Dollars (USD) to the Lender, at such place and to such account as the Lender shall designate in a written notice to the Borrower. Payments shall be credited first to costs and expenses due and payable hereunder (including the costs incurred under Sections 8.3), then to the accrued interest then due and payable and the remainder applied to principal. The Loan may be prepaid, without penalty or premium, in whole or in part from time to time, provided that:
(a) Notice: the Borrower shall have given the Lender not less than three (3) Business Days’ (or such shorter period as may be agreed between the Borrower and the Lender) prior written notice specifying the amount to be prepaid and the date of prepayment; and
(b) Interest: the Borrower shall concurrently pay accrued and unpaid interest on the full amount of the Loan to be prepaid on the date of such prepayment.”
to:
“2.5 Repayment Mechanics. All repayments hereunder shall be made by wire transfer of such amounts in immediately available funds denominated in U.S. Dollars (USD) to the Lender, at such place and to such account as the Lender shall designate in a written notice to the Borrower. Payments shall be credited first to costs and expenses due and payable hereunder (including the costs incurred under Sections 8.3), then to the accrued interest then due and payable and the remainder applied to principal. The Loan may be prepaid, without penalty or premium, in whole or in part from time to time, provided that:
(a) Notice: the Borrower shall have given the Lender not less than three (3) Business Days’ (or such shorter period as may be agreed between the Borrower and the Lender) prior written notice specifying the amount to be prepaid and the date of prepayment; and
(b) Interest: the Borrower shall concurrently pay accrued and unpaid interest on the full amount of the Loan to be prepaid on the date of such prepayment.
(c) Repayment Mechanics Exception: the Borrower may, upon mutual agreement of the Parties, repay a portion of the principal amount or accrued interest, by issuing the Borrower’s common stock in the name of Lender as partial repayment of the Loan; the price per share of common stock would be the closing price immediately preceding the business day of the payment notice date which could be by email.”
3.The Parties agree that corresponding changes shall be made to the Note attached to the Loan Agreement as follow:
Section 1 of the Note shall be amended to provide that Borrower may, upon mutual agreement of Borrower and Lender (or the Company and Holder as defined in the Note), repay a portion of the principal amount or accrued interest, by issuing the Borrower’s (or the Company’s as defined in the Note) common stock in the name of the Lender (or the Holder as defined in the Note) as partial repayment of the Note; the price per share of common stock would be the closing price immediately preceding the business day of the payment notice date which could be by email.
4.Unless otherwise expressly provided herein, all other terms and conditions in the Loan Agreement shall remain in full force and effect.
5.This Sixth Amendment shall be deemed as an integral part of the Loan Agreement but shall take precedence if there is any discrepancy between this Sixth Amendment and the Loan Agreement.
6.This Sixth Amendment may be executed, including execution by email, in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document.
The Parties hereto have caused this Sixth Amendment to be executed and delivered as of the date first written above.
SemiLEDs Corporation
By: /s/ Christopher Lee
Name: Christopher Lee
Title: Chief Financial Officer
Trung Doan
By: /s/ Trung Doan
Name: Trung Doan
Title: Chairman of the Board
Exhibit 99.1
SemiLEDs Reports Third Quarter Fiscal Year 2024
Financial Results and Engages Financial Advisor
Hsinchu, Taiwan (July 8, 2024)— SemiLEDs Corporation (NASDAQ: LEDS), “SemiLEDs” or the “Company,” a developer and manufacturer of LED chips and LED components, today announced its financial results for the third quarter of fiscal year 2024, ended May 31, 2024.
Revenue for the third quarter of fiscal 2024 increased to $1.3 million, compared to $886 thousand in the second quarter of fiscal 2024. GAAP net loss attributable to SemiLEDs stockholders for the third quarter of fiscal 2024 decreased to $319 thousand, or $(0.06) per diluted share, compared to a net loss of $559 thousand, or $(0.11) per diluted share, in the second quarter of fiscal 2024.
GAAP gross margin for the third quarter of fiscal 2024 increased to 41%, compared to 13% for the second quarter of fiscal 2024. Operating margin for the third quarter of fiscal 2024 was negative 36%, compared with negative 94% for the second quarter of fiscal 2024. The Company’s cash and cash equivalents were $1.7 million at May 31, 2024, compared to $1.6 million at the end of the second quarter of fiscal 2024.
We expect revenue for the fourth quarter ending August 31, 2024 to be approximately $1.0 million +/- 10%.
The Company has engaged Roth Capital Partners, LLC as the Company’s financial advisor to explore potential strategic alternatives.
About SemiLEDs
SemiLEDs develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs sells blue, white, green and UV LED chips.
Forward Looking Statements
This press release contains statements that may constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, revenue expectations for the fourth quarter ending August 31, 2024, the consideration of potential strategic alternatives, any statements about historical results that may suggest trends for SemiLEDs’ business; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding recovery of the LED industry, market opportunities and other future events or technology developments; any statements regarding SemiLEDs’ position to capitalize on any market opportunities; and any statements of assumptions underlying any of the foregoing. There can be no assurance that SemiLEDs will be able to identify or execute upon any strategic alternatives or, if alternatives are identified, the possible terms of any such strategic agreement. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future SemiLEDs’ or industry performance based on management’s judgment, beliefs, current trends and market conditions and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. SemiLEDs’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and other SemiLEDs filings with the SEC (which you may obtain for free at the SEC’s website at http://www.sec.gov) discuss some of the important risks and other factors that may affect SemiLEDs’ business, results of operations and financial condition. SemiLEDs undertakes no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
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Christopher Lee |
Chief Financial Officer |
SemiLEDs Corporation |
+886-37-586788 |
investor@semileds.com |
SEMILEDS CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands of U.S. dollars)
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May 31, |
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February 29, |
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2024 |
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2024 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
1,676 |
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$ |
1,613 |
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Restricted cash and cash equivalents |
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77 |
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79 |
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Accounts receivable (including related parties), net |
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668 |
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748 |
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Inventories |
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3,673 |
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3,751 |
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Prepaid expenses and other current assets |
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282 |
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245 |
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Total current assets |
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6,376 |
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6,436 |
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Property, plant and equipment, net |
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2,788 |
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2,996 |
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Operating lease right of use assets |
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1,109 |
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1,313 |
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Intangible assets, net |
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91 |
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96 |
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Investments in unconsolidated entities |
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957 |
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986 |
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Other assets |
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190 |
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192 |
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TOTAL ASSETS |
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$ |
11,511 |
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$ |
12,019 |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES: |
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Current installments of long-term debt |
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$ |
2,848 |
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$ |
2,859 |
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Accounts payable |
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203 |
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179 |
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Accrued expenses and other current liabilities |
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2,665 |
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2,562 |
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Other payable to related parties |
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952 |
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904 |
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Operating lease liabilities, current |
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108 |
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132 |
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Total current liabilities |
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6,776 |
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6,636 |
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Long-term debt, excluding current installments |
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969 |
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1,110 |
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Operating lease liabilities, less current portion |
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1,001 |
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1,181 |
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Total liabilities |
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8,746 |
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8,927 |
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Commitments and contingencies |
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EQUITY: |
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SemiLEDs stockholders’ equity |
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Common stock |
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— |
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— |
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Additional paid-in capital |
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187,306 |
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187,275 |
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Accumulated other comprehensive income |
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3,530 |
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3,571 |
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Accumulated deficit |
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(188,121 |
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(187,802 |
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Total SemiLEDs stockholders' equity |
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2,715 |
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3,044 |
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Noncontrolling interests |
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50 |
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48 |
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Total equity |
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2,765 |
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3,092 |
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TOTAL LIABILITIES AND EQUITY |
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$ |
11,511 |
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$ |
12,019 |
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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)
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Three Months Ended |
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May 31, |
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February 29, |
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2024 |
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2024 |
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Revenues, net |
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$ |
1,323 |
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$ |
886 |
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Cost of revenues |
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780 |
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774 |
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Gross profit |
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543 |
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112 |
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Operating expenses: |
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Research and development |
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320 |
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251 |
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Selling, general and administrative |
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696 |
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693 |
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Total operating expenses |
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1,016 |
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944 |
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Loss from operations |
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(473 |
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(832 |
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Other income (expenses): |
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Investment loss from unconsolidated entities |
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(3 |
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(5 |
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Interest expenses, net |
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(58 |
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(65 |
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Other income, net |
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277 |
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377 |
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Foreign currency transaction loss, net |
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(59 |
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(32 |
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Total other income, net |
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157 |
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275 |
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Loss before income taxes |
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(316 |
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(557 |
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Income tax expense |
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— |
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— |
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Net loss |
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(316 |
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(557 |
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Less: Net income attributable to noncontrolling interests |
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3 |
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2 |
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Net loss attributable to SemiLEDs stockholders |
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$ |
(319 |
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$ |
(559 |
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Net loss per share attributable to SemiLEDs stockholders: |
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Basic and diluted |
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$ |
(0.06 |
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$ |
(0.11 |
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Shares used in computing net loss per share attributable to SemiLEDs stockholders: |
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Basic and diluted |
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4,914 |
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4,905 |
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v3.24.2
Document and Entity Information
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Jul. 08, 2024 |
| Cover [Abstract] |
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| Document Type |
8-K
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| Amendment Flag |
false
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| Document Period End Date |
Jul. 08, 2024
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| Entity Registrant Name |
SEMILEDS CORPORATION
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| Entity Incorporation, State or Country Code |
DE
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| Entity File Number |
001-34992
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| Entity Tax Identification Number |
20-2735523
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| Entity Address, Address Line One |
3F, No.11 Ke Jung Rd., Chu-Nan Site
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| Entity Address, Address Line Two |
Hsinchu Science Park, Chu-Nan 350
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| Entity Address, City or Town |
Miao-Li County
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| Entity Address, Country |
TW
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| Entity Address, Postal Zip Code |
350
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| City Area Code |
886
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| Local Phone Number |
37-586788
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| Written Communications |
false
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| Soliciting Material |
false
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| Pre-commencement Tender Offer |
false
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| Pre-commencement Issuer Tender Offer |
false
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| Entity Emerging Growth Company |
false
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| Entity Central Index Key |
0001333822
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| Title of 12(b) Security |
Common Stock, par value $0.0000056
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| Trading Symbol |
LEDS
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| Security Exchange Name |
NASDAQ
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| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionISO 3166-1 alpha-2 country code.
| Name: |
dei_EntityAddressCountry |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:countryCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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