-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WEYjxl8oHU5d6gmIMgUiq7sZS595H3X2D0cUWa+IqnqzQA5tYXYZgrLyQTc70BFO okirUN/kQBI/PNpk+oWMFg== 0001040470-02-000001.txt : 20020413 0001040470-02-000001.hdr.sgml : 20020413 ACCESSION NUMBER: 0001040470-02-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011130 FILED AS OF DATE: 20020111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEHR TEST SYSTEMS CENTRAL INDEX KEY: 0001040470 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942424084 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22893 FILM NUMBER: 2507672 BUSINESS ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 5106239400 MAIL ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 10-Q 1 q202-e10q.txt FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2001. OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________. Commission file number: 000-22893. AEHR TEST SYSTEMS (Exact name of Registrant as specified in its charter) CALIFORNIA 94-2424084 - -------------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 400 KATO TERRACE FREMONT, CA 94539 - -------------------------------------- ------------------------------------ (Address of principal (Zip Code) executive offices) (510) 623-9400 - ------------------------------------------------------------------------------ (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT. N/A Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (Item 1) YES X NO --- --- (Item 2) YES X NO --- --- Number of shares of Common Stock, $0.01 par value, outstanding at November 30, 2001 was 7,170,489. 1 FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 30, 2001 INDEX PART I. FINANCIAL INFORMATION ITEM 1. Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of November 30, 2001 and May 31, 2001 . . . . . . . . . . . 3 Condensed Consolidated Statements of Operations for the three months and six months ended November 30, 2001 and 2000 . 4 Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2001 and 2000. . . . . . . 5 Notes to Condensed Consolidated Financial Statements. . . . . 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . . 9 ITEM 3. Quantitative and Qualitative Disclosures about Market Risks. . 19 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 20 ITEM 2. Changes in Securities and Use of Proceeds . . . . . . . . . . 20 ITEM 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . 20 ITEM 4. Submission of Matters to a Vote of Security Holders . . . . . 20 ITEM 5. Other Information . . . . . . . . . . . . . . . . . . . . . . 20 ITEM 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 20 SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 2 PART I. FINANCIAL STATEMENTS Item 1. CONSOLIDATED FINANCIAL STATEMENTS AEHR TEST SYSTEMS CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data)
November 30, May 31, 2001 2001 (unaudited) ----------- ----------- ASSETS Current assets: Cash and cash equivalents . . . . . . . . . . . $ 5,994 $10,391 Short-term investments. . . . . . . . . . . . . 6,186 3,764 Accounts receivable . . . . . . . . . . . . . . 4,734 5,751 Inventories . . . . . . . . . . . . . . . . . . 9,472 10,125 Prepaid expenses and other. . . . . . . . . . . 3,426 3,321 ----------- ----------- Total current assets . . . . . . . . . . . . 29,812 33,352 Property and equipment, net . . . . . . . . . . . 1,874 2,103 Long-term investments . . . . . . . . . . . . . . 2,563 2,267 Other assets, net . . . . . . . . . . . . . . . . 1,966 1,870 ----------- ----------- Total assets . . . . . . . . . . . . . . . . $36,215 $39,592 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable. . . . . . . . . . . . . . . . $ 371 $ 1,213 Accrued expenses. . . . . . . . . . . . . . . . 1,623 3,336 Deferred revenue. . . . . . . . . . . . . . . . 327 51 ----------- ----------- Total current liabilities . . . . . . . . . . 2,321 4,600 Deferred revenue. . . . . . . . . . . . . . . . . 39 39 Deferred lease commitment . . . . . . . . . . . . 190 146 ----------- ----------- Total liabilities . . . . . . . . . . . . . . 2,550 4,785 ----------- ----------- Shareholders' equity: Common stock, $.01 par value: Issued and outstanding: 7,170 shares and 7,116 shares at November 30, 2001 and May 31, 2001, respectively. . . . . . . . . . 72 71 Additional paid-in capital. . . . . . . . . . . 36,345 36,134 Notes receivable from shareholders. . . . . . . (84) (84) Net unrealized gain on investments. . . . . . . 45 19 Cumulative translation adjustment . . . . . . . 1,496 1,468 Accumulated deficit . . . . . . . . . . . . . . (4,209) (2,801) ----------- ----------- Total shareholders' equity . . . . . . . . . 33,665 34,807 ----------- ----------- Total liabilities and shareholders' equity. . $36,215 $39,592 =========== ===========
The accompanying notes are an integral part of these condensed consolidated financial statements. 3 AEHR TEST SYSTEMS AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited)
Three Months Ended Six Months Ended November 30 November 30 --------------------- -------------------- 2001 2000 2001 2000 --------- --------- --------- -------- Net sales. . . . . . . . . . . . . . . . . . . $2,822 $8,958 $ 5,627 $17,664 Cost of sales. . . . . . . . . . . . . . . . . 1,401 5,572 2,811 10,892 --------- --------- -------- -------- Gross profit . . . . . . . . . . . . . . . . . 1,421 3,386 2,816 6,772 --------- --------- -------- -------- Operating expenses: Selling, general and administrative. . . . . 1,500 1,884 3,131 3,902 Research and development . . . . . . . . . . 999 1,348 1,965 2,600 Research and development cost reimbursement - DARPA. . . . . . . . . . . -- (300) -- (300) --------- --------- -------- -------- Total operating expenses . . . . . . . . 2,499 2,932 5,096 6,202 --------- --------- -------- -------- Income (loss) from operations. . . . . . . . . (1,078) 454 (2,280) 570 Interest income . . . . . . . . . . . . . . . 145 230 313 463 Interest expense . . . . . . . . . . . . . . . -- (3) -- (6) Other expense, net . . . . . . . . . . . . . . (102) (74) (1) (74) --------- --------- -------- -------- Income (loss) before income taxes. . . . . . . (1,035) 607 (1,968) 953 Income tax expense (benefit) . . . . . . . . . (261) 327 (560) 509 --------- --------- -------- -------- Income (loss) before cumulative effect of change in accounting principle . . . . . . . (774) 280 (1,408) 444 Cumulative effect of change in accounting principle - net of tax . . . . . . . . . . . -- -- -- (1,629) --------- --------- -------- -------- Net income (loss). . . . . . . . . . . . . . . $ (774) $ 280 $(1,408) $(1,185) --------- --------- -------- -------- Other comprehensive income (loss), net of tax: Foreign currency translation adjustments income (expense). . . .. . . . 18 (39) 28 (88) Unrealized holding gains (losses) arising during period. . . . . . . . . . . . . . . 19 (5) 26 -- --------- --------- -------- -------- Comprehensive income (loss). . . . . . . . . . $ (737) $ 236 $(1,354) $(1,273) ========= ========= ======== ======== Net income (loss) per share (basic). . . . . . $(0.11) $0.04 $ (0.20) $ (0.17) Net income (loss) per share (diluted). . . . . $(0.11) $0.04 $ (0.20) $ (0.17) Shares used in per share calculation: Basic. . . . . . . . . . . . . . . . . . . . 7,128 7,078 7,125 7,021 Diluted. . . . . . . . . . . . . . . . . . . 7,128 7,251 7,125 7,021
The accompanying notes are an integral part of these condensed consolidated financial statements. 4 AEHR TEST SYSTEMS CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)
Six Months Ended November 30, ---------------------- 2001 2000 ---------- ---------- Cash flows from operating activities: Net loss...................................... $(1,408) $(1,185) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Cumulative effect of change in accounting principle...................... -- 1,629 Provision for doubtful accounts............. (20) (4) Depreciation and amortization............... 547 322 Deferred income taxes....................... (185) 93 Changes in operating assets and liabilities: Accounts receivable....................... 1,037 (1,756) Inventories............................... 653 1,030 Accounts payable.......................... (842) (668) Accrued expenses and deferred revenue..... (1,437) 896 Deferred lease commitment................. 44 55 Other current assets...................... 80 (332) ---------- ---------- Net cash provided by (used in) operating activities.................. (1,531) 80 ---------- ---------- Cash flows from investing activities: (Increase) decrease in short- term investments.......................... (2,422) 2,022 Increase in long-term investments........... (270) (156) Additions to property and equipment......... (318) (40) Increase in other assets.................... (96) (56) ---------- ---------- Net cash provided by (used in) investing activities.................. (3,106) 1,770 ---------- ---------- Cash flows from financing activities: Long-term debt and capital lease principal payments........................ -- (73) Proceeds from issuance of common stock and exercise of stock options............. 340 884 Repurchase of common stock.................. (128) (67) ---------- ---------- Net cash provided by financing activities.................. 212 744 ---------- ---------- Effect of exchange rates on cash................ 28 (91) ---------- ---------- Net increase (decrease) in cash and cash equivalents...................... (4,397) 2,503 Cash and cash equivalents, beginning of period.. 10,391 8,323 ---------- ---------- Cash and cash equivalents, end of period........ $ 5,994 $10,826 ========== ==========
The accompanying notes are an integral part of these condensed consolidated financial statements. 5 AEHR TEST SYSTEMS NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED NOVEMBER 30, 2001 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying condensed consolidated financial information has been prepared by Aehr Test Systems, without audit, in accordance with the instructions to Form 10-Q and therefore does not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in accordance with generally accepted accounting principles. PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the accounts of Aehr Test Systems and its subsidiaries (collectively, the "Company"). All significant intercompany balances have been eliminated in consolidation. ACCOUNTING ESTIMATES. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. UNAUDITED INTERIM FINANCIAL DATA. In the opinion of management, the unaudited consolidated financial statements for the interim periods presented reflect all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of the consolidated financial position and results of operations as of and for such periods indicated. These consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2001. Results for the interim periods presented herein are not necessarily indicative of results which may be reported for any other interim period or for the entire fiscal year. 6 2. EARNINGS PER SHARE EARNINGS PER SHARE. Earnings per share is computed based on the weighted average number of common and common equivalent shares (common stock options and warrants) outstanding, when dilutive, during each period using the treasury stock method.
Three Months Ended Six Months Ended November 30, November 30, --------- --------- --------- --------- 2001 2000 2001 2000 --------- --------- --------- --------- (in thousands, except per share amounts) (unaudited) Income (loss) available to common shareholders before cumulative effect of change in accounting principle: Numerator: Income (loss) before cumulative effect of change in accounting principle...................... $ (774) $ 280 $(1,408) $ 444 --------- --------- --------- --------- Denominator for basic income (loss) per share: Weighted-average shares outstanding ...... 7,128 7,078 7,125 7,021 --------- --------- --------- --------- Shares used in basic per share calculation.. 7,128 7,078 7,125 7,021 Effect of dilutive securities: Employee stock options.................. -- 173 -- 223 --------- --------- --------- --------- Denominator for diluted income (loss) per share............................... 7,128 7,251 7,125 7,244 --------- --------- --------- --------- Basic income (loss) per share before cumulative effect of change in accounting principle...................... $(0.11) $0.04 $ (0.20) $ 0.06 ========= ========= ========= ========= Diluted income (loss) per share before cumulative effect of change in accounting principle...................... $(0.11) $0.04 $ (0.20) $ 0.06 ========= ========= ========= ========= Net income (loss) available to common shareholders: Numerator: Net income (loss)................ $ (774) $ 280 $(1,408) $(1,185) --------- --------- --------- --------- Denominator for basic net income (loss) per share: Weighted-average shares outstanding ...... 7,128 7,078 7,125 7,021 --------- --------- --------- --------- Shares used in basic per share calculation.. 7,128 7,078 7,125 7,021 Effect of dilutive securities: Employee stock options.................. -- 173 -- -- --------- --------- --------- --------- Denominator for diluted net income (loss) per share............................... 7,128 7,251 7,125 7,021 --------- --------- --------- --------- Basic net income (loss) per share........... $(0.11) $0.04 $ (0.20) $ (0.17) ========= ========= ========= ========= Diluted net income (loss) per share......... $(0.11) $0.04 $ (0.20) $ (0.17) ========= ========= ========= =========
7 3. INVENTORIES Inventories are comprised of the following (in thousands):
November 30, May 31, 2001 2000 (unaudited) ----------- ----------- Raw materials and sub-assemblies $5,434 $ 4,479 Work in process 3,531 4,779 Finished goods 507 867 ----------- ----------- $9,472 $10,125 =========== ===========
4. SEGMENT INFORMATION: The Company operates in one industry segment. The Company is engaged in the design, manufacture, marketing and servicing of test and burn-in equipment used in the semiconductor manufacturing industry. The Company develops, manufactures and sells systems to semiconductor manufacturers and operates in one operating segment. The following presents information about the Company's operations in different geographic areas (in thousands):
United Adjust- States Asia Europe ments Total --------- --------- --------- --------- --------- Three months ended November 30, 2001: Net sales...................... $ 2,635 $ 175 $ 185 $ (173) $ 2,822 Portion of U.S. net sales from export sales............ 1,513 -- -- -- 1,513 Income (loss) from operations.. (931) (174) 23 4 (1,078) Identifiable assets............ 43,745 1,422 737 (9,689) 36,215 Long-lived assets.............. 1,574 274 26 -- 1,874 Six months ended November 30, 2001: Net sales...................... $ 5,056 $ 301 $ 486 $ (216) $ 5,627 Portion of U.S. net sales from export sales............ 2,718 -- -- -- 2,718 Income (loss) from operations.. (2,041) (407) 104 64 (2,280) Identifiable assets............ 43,745 1,422 737 (9,689) 36,215 Long-lived assets.............. 1,574 274 26 -- 1,874 Fiscal year ended May 31, 2001: Net sales...................... $28,176 $4,048 $1,730 $(2,915) $31,039 Portion of U.S. net sales from export sales............ 15,934 -- -- -- 15,934 Income (loss) from operations.. 1,864 (410) (33) 51 1,472 Identifiable assets............ 46,397 2,206 863 (9,874) 39,592 Long-lived assets.............. 1,740 328 35 -- 2,103
The Company's foreign operations are primarily those of its Japanese and German subsidiaries. Substantially all of the sales of the subsidiaries are made to unaffiliated Japanese or European customers. Net sales and income (loss) from operations from outside the United States include the operating results of Aehr Test Systems Japan K.K. and Aehr Test Systems GmbH. Adjustments consist of intercompany eliminations. Identifiable assets are all assets identified with operations in each geographic area. 5. RECENT ACCOUNTING PRONOUNCEMENTS In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 137 ("SFA" 137"), "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133." SFAS 137 amends Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities," to defer its effective date to all fiscal quarters of all fiscal years beginning after June 15, 2000. SFAS 133 8 establishes accounting and reporting standards for derivative instruments including standalone instruments, as forward currency exchange contracts and interest rate swaps or embedded derivatives and requires that these instruments be marked-to-market on an ongoing basis. These market value adjustments are to be included either in the income statement or stockholders' equity, depending on the nature of the transaction. The Company adopted the provisions of SFAS 133 as of the required effective date. The adoption of the SFAS 133 did not have a material effect on the Company's financial position or results of operations. In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations." SFAS 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. The Company adopted the provisions of SFAS 141 as of the required effective date. The adoption of the SFAS 141 did not have any effect on the Company's financial position or results of operations. In July 21, 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is effective for fiscal years beginning after December 15, 2001. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions upon adoption for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the testing for impairment of existing goodwill and other intangibles. The Company is currently assessing, but has not yet determined, the impact SFAS 142 will have on its financial statements. In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-lived Assets". The objectives of SFAS 144 are to address significant issues relating to the implementation of FASB Statement No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of," and to develop a single accounting model, based on the framework established by SFAS 121, for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired. Although SFAS 144 supersedes SFAS 121, it retains some fundamental provisions of SFAS 121. SFAS 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. The Company expects that the initial application of SFAS 144 will not have a material impact on its financial statements. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the Consolidated Condensed Financial Statements and the related notes that appear elsewhere in this document. This document contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statement of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the ability of the Company to retain and motivate key employees; the timely development, production and acceptance of 9 products and services and their feature sets; the challenge of managing asset levels, including inventory; the flow of products into third-party distribution channels; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks that are described from time to time in the Company's Securities and Exchange Commission reports, including but not limited to the annual report on Form 10-K for the fiscal year ended May 31, 2001 and subsequently filed reports. The Company assumes no obligation and does not intend to update these forward-looking statements. RESULTS OF OPERATIONS The following table sets forth items in the Company's Consolidated Statements of Operations as a percentage of net sales for the periods indicated.
Three Months Ended Six Months Ended November 30, November 30, ---------------------- -------------------- 2001 2000 2001 2000 ---------- ---------- --------- ---------- Net sales. . . . . . . . . . . . . . . . . . . 100.0 % 100.0% 100.0 % 100.0 % Cost of sales. . . . . . . . . . . . . . . . . 49.6 62.2 50.0 61.7 ---------- ---------- --------- -------- Gross profit . . . . . . . . . . . . . . . . . 50.4 37.8 50.0 38.3 ---------- ---------- --------- -------- Operating expenses: Selling, general and administrative. . . . . 53.2 21.0 55.6 22.1 Research and development . . . . . . . . . . 35.4 15.0 34.9 14.7 Research and development cost reimbursement - DARPA. . . . . . . . . . . -- (3.3) -- (1.7) ---------- ---------- --------- -------- Total operating expenses . . . . . . . . 88.6 32.7 90.5 35.1 ---------- ---------- --------- -------- Income (loss) from operations. . . . . . . . . (38.2) 5.1 (40.5) 3.2 Interest income . . . . . . . . . . . . . . . 5.1 2.5 5.5 2.6 Interest expense . . . . . . . . . . . . . . . -- -- -- -- Other income (expense), net . . . . . . . . . (3.6) (0.8) -- (0.4) ---------- ---------- --------- -------- Income (loss) before income taxes. . . . . . . (36.7) 6.8 (35.0) 5.4 Income tax expense (benefit) . . . . . . . . . (9.3) 3.7 (10.0) 2.9 ---------- ---------- --------- -------- Income (loss) before cumulative effect of change in accounting principle . . . . . . . (27.4) 3.1 (25.0) 2.5 Cumulative effect of change in accounting principle - net of tax . . . . . . . . . . . -- -- -- (9.2) ---------- ---------- --------- -------- Net income (loss). . . . . . . . . . . . . . . (27.4)% 3.1% (25.0)% (6.7)% ========== ========== ========= ========
THREE MONTHS ENDED NOVEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED NOVEMBER 30, 2000 NET SALES. Net sales consist primarily of sales of systems, die carriers, test fixtures, upgrades and spare parts and revenues from service contracts. The Company recognizes revenue upon shipment and defers recognition of revenue for any amounts subject to acceptance until such acceptance occurs. The amount of revenue deferred is the greater of the fair value of the undelivered element or the contractual agreed to amounts. Royalty revenue related to Performance Test Boards licensing income is recognized when paid by the licensee. This income is recorded in net sales. Provisions for the estimated future cost of warranty is recorded at the time the products are shipped. Net sales decreased to $2.8 million in the three months ended November 30, 2001 from $9.0 million in the three months ended November 30, 2000, a decrease of 68.5%. The decrease in net sales resulted primarily from decreases in sales of dynamic burn-in products of approximately $4.3 million and MTX products of approximately $1.9 million. The Company anticipates that net sales in the third quarter of fiscal 2002 will increase compared to the second quarter of fiscal 2002. 10 GROSS PROFIT. Gross profit consists of net sales less cost of sales. Cost of sales consists primarily of the cost of materials, assembly and test costs, and overhead from operations. Gross profit decreased to $1.4 million in the three months ended November 30, 2001 from $3.4 million in the three months ended November 30, 2000, a decrease of 58.0%. Gross profit margin increased to 50.4% in the three month ended November 30, 2001 from 37.8% in the three month ended November 30, 2000. The increase in gross profit margin was primarily the result of a change in product mix, particularly an increase in revenue from high margin upgrades and a decrease in systems sold, resulting in lower material costs as a percentage of net sales. The Company anticipates that gross margin in the third quarter of fiscal 2002 will decline compared to that of the second quarter of fiscal 2002. SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative ("SG&A") expenses consist primarily of salaries and related costs of employees, customer support costs, commission expenses to independent sales representatives, product promotion and other professional services. SG&A expenses decreased to $1.5 million in the three months ended November 30, 2001 from $1.9 million in the three months ended November 30, 2000, a decrease of 20.4%. The decrease in SG&A expenses was primarily due to decreases in product support expenses, commissions paid to outside sales representatives and employment related expenses of $131,000, $100,000, and $80,000, respectively. As a percentage of net sales, SG&A expenses increased to 53.2% in the three months ended November 30, 2001 from 21.0% in the three months ended November 30, 2000, reflecting lower net sales. RESEARCH AND DEVELOPMENT. Research and development ("R&D") expenses consist primarily of salaries and related costs of employees engaged in ongoing research, design and development activities, costs of engineering materials and supplies, and professional consulting expenses. R&D expenses decreased to $1.0 million in the three months ended November 30, 2001 from $1.3 million in the three months ended November 30, 2000, a decrease of 25.9%. The decrease in R&D expenses was primarily due to decreases in employment related expenses and facilities expenses of $202,000 and $68,000, respectively. As a percentage of net sales, R&D expenses increased to 35.4% in the three months ended November 30, 2001 from 15.0% in the three months ended November 30, 2000, reflecting lower net sales. RESEARCH AND DEVELOPMENT COST REIMBURSEMENT - DARPA. Research and development cost reimbursement - DARPA ("R&D - DARPA") is a credit representing reimbursements by Defense Advanced Research Projects Agency ("DARPA"), a U.S. government agency, of costs incurred in the Company's wafer- level burn-in development project. R&D - DARPA was nil in the three months ended November 30, 2001, compared with R&D - DARPA of $300,000 in the three months ended November 30, 2000. Payments by DARPA depended on satisfaction of development milestones, and the level of payments varied significantly from quarter to quarter. The two final milestones of this agreement were approved and paid during fiscal 2001. It is not expected that there will be any additional R&D - DARPA credits recorded for this project after fiscal 2001. INTEREST INCOME. Interest income decreased to $145,000 in the three months ended November 30, 2001 from $230,000 in the three months ended November 30, 2000, a decrease of 37.0%. The decrease in interest income was primarily related to a lower average rate of return on investments. INTEREST EXPENSE. Interest expense was nil in the three months ended November 30, 2001, compared with interest expense of $3,000 in the three months ended November 30, 2000, primarily the result of the full repayment of outstanding debt in the fourth quarter of fiscal 2001. OTHER INCOME (EXPENSE), NET. Other expense, net increased to $102,000 in the three months ended November 30, 2001, from $74,000 in the three months ended November 30, 2000, an increase of 37.8%. The increase in other expense, net was primarily due to equity loss recorded in the three months ended 11 November 30, 2001 related to the Company's 25% ownership in ESA Electronics PTE Ltd. INCOME TAX EXPENSE (BENEFIT). Income tax benefit was $261,000 in the three months ended November 30, 2001, compared with income tax expense of $327,000 in the three months ended November 30, 2000. The income tax benefit in the three months ended November 30, 2001 was primarily due to the tax benefit recorded as a result of losses incurred in the Company's U.S. operations. The income tax expense in the three months ended November 30, 2000 was primarily due to the tax expense recorded as a result of income earned in the Company's U.S. operations. Such tax benefit will be carried back to previous fiscal years in which the Company paid taxes when its U.S. operations were profitable or carried forward to future fiscal years in which the Company pays taxes when its U.S. operations are profitable. The Company's Japanese subsidiary has experienced significant cumulative losses since fiscal 1993, and thus generated certain net operating losses available to offset future taxes payable in Japan. As a result of the subsidiary's cumulative operating losses, a valuation allowance has been established for the full amount of the subsidiary's net deferred tax assets. The Company's effective income tax rate did not approximate the statutory tax rates of the jurisdictions in which the Company operates primarily because no tax benefit is being recorded for losses in the Company's Japanese subsidiary. SIX MONTHS ENDED NOVEMBER 30, 2001 COMPARED TO SIX MONTHS ENDED NOVEMBER 30, 2000 NET SALES. Net sales decreased to $5.6 million in the six months ended November 30, 2001 from $17.7 million in the six months ended November 30, 2000, a decrease of 68.1%. The decrease in net sales resulted primarily from decreases in sales of dynamic burn-in products of approximately $8.1 million and MTX products of approximately $3.8 million. GROSS PROFIT. Gross profit decreased to $2.8 million in the six months ended November 30, 2001 from $6.8 million in the six months ended November 30, 2000, a decrease of 58.4%. Gross profit margin increased to 50.0% in the six months ended November 30, 2001 from 38.3% in the six months ended November 30, 2000. The increase in gross profit margin was primarily the result of a change in product mix, particularly an increase in revenue from high margin upgrades and a decrease in systems sold, resulting in lower material costs as a percentage of net sales. SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses decreased to $3.1 million in the six months ended November 30, 2001 from $3.9 million in the six months ended November 30, 2000, a decrease of 19.8%. The decrease in SG&A expenses was primarily due to decreases in product support expenses, employment related expenses and commissions paid to outside sales representatives of $277,000, $202,000 and $107,000, respectively. As a percentage of net sales, SG&A expenses increased to 55.6% in the six months ended November 30, 2001 from 22.1% in the six months ended November 30, 2000, reflecting lower net sales. RESEARCH AND DEVELOPMENT. R&D expenses decreased to $2.0 million in the six months ended November 30, 2001 from $2.6 million in the six months ended November 30, 2000, a decrease of 24.4%. The decrease in R&D expenses was primarily due to decreases in employment related expenses and facilities expenses of $287,000 and $120,000, respectively. As a percentage of net sales, R&D expenses increased to 34.9% in the six months ended November 30, 2001 from 14.7% in the six months ended November 30, 2000, reflecting lower net sales. RESEARCH AND DEVELOPMENT COST REIMBURSEMENT - DARPA. R&D - DARPA was nil in the six months ended November 30, 2001, compared with R&D - DARPA of $300,000 in the six months ended November 30, 2000. 12 INTEREST INCOME. Interest income decreased to $313,000 in the six months ended November 30, 2001 from $463,000 in the six months ended November 30, 2000, a decrease of 32.4%. The decrease in interest income was primarily related to a lower average rate of return on investments. INTEREST EXPENSE. Interest expense was nil in the six months ended November 30, 2001, compared with interest expense of $6,000 in the six months ended November 30, 2000, primarily the result of the full repayment of outstanding debt in the fourth quarter of fiscal 2001. OTHER INCOME (EXPENSE), NET. Other expense, net decreased to $1,000 in the six months ended November 30, 2001, from $74,000 in the six months ended November 30, 2000, a decrease of 98.6%. The decrease in other expense, net was primarily due to equity income recorded in the six months ended November 30, 2001 related to the Company's 25% ownership in ESA Electronics PTE Ltd. INCOME TAX EXPENSE (BENEFIT). Income tax benefit was $560,000 in the six months ended November 30, 2001, compared with income tax expense of $509,000 in the six months ended November 30, 2000. The income tax benefit in the six months ended November 30, 2001 was primarily due to the tax benefit recorded as a result of losses incurred in the Company's U.S. operations. The income tax expense in the six months ended November 30, 2000 was primarily due to the tax expense recorded as a result of income earned in the Company's U.S. operations. Such tax benefit will be carried back to previous fiscal years in which the Company paid taxes when its U.S. operations were profitable or carried forward to future fiscal years in which the Company pays taxes when its U.S. operations are profitable. The Company's effective income tax rate did not approximate the statutory tax rates of the jurisdictions in which the Company operates primarily because no tax benefit is being recorded for losses in the Company's Japanese subsidiary. LIQUIDITY AND CAPITAL RESOURCES The Company's primary source of liquidity has been the cash flow generated from the Company's August 1997 initial public offering, resulting in net proceeds to the Company of approximately $26.8 million. As of November 30, 2001, the Company had $12.2 million in cash and short-term investments. Net cash used in operating activities was approximately $1.5 million for the six months ended November 30, 2001 and net cash provided by operating activities was approximately $80,000 for the six months ended November 30, 2000. For the six months ended November 30, 2001, net cash used in operating activities was due primarily to the net loss of $1.4 million and a decrease in accrued expenses and deferred revenue of $1.4 million, partially offset by a decrease in accounts receivable of $1.0 million. For the six months ended November 30, 2000, net cash provided by operating activities was due primarily to income before cumulative effect of change in accounting principle of $444,000, depreciation expense of $322,000, a decrease in inventories and an increase in accrued expenses and deferred revenue, partially offset by an increase in accounts receivable and a decrease in accounts payable. Net cash used in investing activities was approximately $3.1 million for the six months ended November 30, 2001 and net cash provided by investing activities was approximately $1.8 million for the six months ended November 30, 2000. The cash used in investing activities during the six months ended November 30, 2001 was primarily due to the purchase of short-term investments. The cash provided by investing activities during the six months ended November 30, 2000 was primarily due to the sale of short-term investments. Financing activities provided cash of approximately $212,000 in the six months ended November 30, 2001 and $744,000 in the six months ended November 30, 2000. Net cash provided by financing activities during the six months ended November 30, 2001 and November 30, 2000 was primarily due to the proceeds from issuance of common stock and exercise of stock options. 13 As of November 30, 2001, the Company had working capital of $27.5 million, compared with $28.8 million as of May 31, 2001. Working capital consists of cash and cash equivalents, short-term investments, accounts receivable, inventory and other current assets, less current liabilities. The Company announced in August 1998 that its board of directors had authorized the repurchase of up to 1,000,000 shares of its outstanding common shares. The Company may repurchase the shares in the open market or in privately negotiated transactions, from time to time, subject to market conditions. The number of shares of common stock actually acquired by the Company will depend on subsequent developments and corporate needs, and the repurchase program may be interrupted or discontinued at any time. Any such repurchase of shares, if consummated, may use a portion of the Company's working capital. Through November 30, 2001, the Company has repurchased 442,700 shares at an average price of $4.23. From time to time, the Company evaluates potential acquisitions of businesses, products or technologies that complement the Company's business. Any such transactions, if consummated, may use a portion of the Company's working capital or require the issuance of equity. The Company has no present understandings, commitments or agreements with respect to any material acquisitions. The Company anticipates that the existing cash balance together with anticipated cash provided by operations are adequate to meet its working capital and capital equipment requirements through fiscal 2002. After fiscal 2002, depending on its rate of growth and profitability, the Company may require additional equity or debt financing to meet its working capital requirements or capital equipment needs. There can be no assurance that additional financing will be available when required, or, if available, that such financing can be obtained on terms satisfactory to the Company. FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS Special Note Regarding Forward Looking Statements This Quarterly Report on Form 10-Q (this "Report") contains forward- looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Discussions containing such forward-looking statements may be found in this section, as well as within this Report generally. In addition, when used in this Report, the words "believes," "anticipates," "expects" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties. Consequently, such forward-looking statements should be regarded solely as our current plans, estimates and beliefs. We do not undertake, and specifically decline, any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. FLUCTUATIONS IN OPERATING RESULTS. The Company has experienced and expects to continue to experience significant fluctuations in its quarterly and annual operating results. The Company's future operating results will depend upon a variety of factors, including the timing of significant orders, the mix of products sold, changes in pricing by the Company, its competitors, customers or suppliers, market acceptance of new products and enhanced versions of the Company's products, capital spending patterns by customers, the Company's ability to produce systems and products in volume and meet customer requirements. The Company's gross margins have varied and will continue to vary based on a variety of factors, including the mix of products sold, sales volume, and the amount of products sold under volume purchase arrangements, which tend to have lower selling prices. Accordingly, past performance may not be indicative of future performance. 14 DEPENDENCE ON TIMING AND SIZE OF SALES ORDERS AND SHIPMENT. The Company derives a substantial portion of its revenues from the sale of a relatively small number of systems which typically range in purchase price from approximately $200,000 to over $1.0 million. As a result, the loss or deferral of a limited number of system sales could have a material adverse effect on the Company's net sales and operating results in a particular period. A delay or reduction in shipments near the end of a particular quarter, due, for example, to unanticipated shipment reschedulings, cancellations or deferrals by customers, customer credit issues, unexpected manufacturing difficulties experienced by the Company, or delays in deliveries by suppliers, could cause net sales in a particular quarter to fall significantly below the Company's expectations. RECENT OPERATING LOSSES. The Company incurred operating losses of $5.2 million and $4.6 million in fiscal 2000 and 1999, respectively. The Company also incurred operating losses of $2.1, $4.2 and $2.4 million in fiscal 1995, 1994 and 1993, respectively. The Company operated profitably from fiscal 1996 to 1998, due to increased net sales that were substantially the result of sales of new products, particularly sales of MTX systems. In fiscal 1998, the Company began to feel an industry slowdown due to uncertainties caused primarily by the financial crisis in Asia and DRAM overcapacity and recorded operating losses in fiscal 1999 and 2000. Although the Company operated profitably in fiscal 2001, a dramatic downturn in the semiconductor equipment industry began in fiscal 2001, resulting in the Company recording significantly lower revenues and operating losses in the first two quarters of fiscal 2002. However, the Company anticipates that the net sales for the third quarter of fiscal 2002 will increase compared to the second quarter of fiscal 2002 but gross margin will decline compared to that of the second quarter of fiscal 2002. There can be no assurance that net sales will continue to increase, and they may decrease. DEPENDENCE ON MARKET ACCEPTANCE OF MTX SYSTEM. A principal element of the Company's strategy is to capture an increasing share of the memory test equipment market through sales of the MTX massively parallel test system. The MTX is designed to perform both burn-in and many of the final test functions currently performed by high-cost memory testers. The Company's strategy depends, in part, upon its ability to persuade potential customers that the MTX system can successfully perform a significant portion of such final test functions and that transferring such tests to MTX systems will reduce their overall capital and test costs. The failure of the MTX system to achieve market acceptance would have a material adverse effect on the Company's business, financial condition and operating results. DEPENDENCE ON MARKET ACCEPTANCE OF FOX SYSTEM. Another element of the Company's strategy is to capture an increasing share of the test equipment market through sales of the FOX wafer-level burn-in and test system. The FOX is a new system designed to simultaneously burn-in and functionally test all of the die on a wafer, and the market for FOX systems is in the very early stages of development. The FOX was introduced in July 2001, and no shipments have yet been made. The Company's strategy depends, in part, upon its ability to persuade potential customers that the FOX system can successfully contact and functionally test all of the die on a wafer simultaneously, and that this method of testing is cost-effective for the customer. There can be no assurance that the Company's strategy will be successful. The failure of the FOX system to achieve market acceptance would have a material adverse effect on the Company's future business. DEPENDENCE ON DEVELOPMENT OF BARE DIE MARKET AND MARKET ACCEPTANCE OF DIEPAK CARRIER. The Company's DiePak strategy depends upon increased industry acceptance of bare die as an alternative to packaged die as well as acceptance of the Company's DiePak products. The failure of the bare die market to expand or of the DiePak carrier to achieve broad market acceptance would have a material adverse effect on the Company's business, financial condition and operating results. 15 CUSTOMER CONCENTRATION. Sales to the Company's five largest customers accounted for approximately 58.8%, 64.3% and 62.7% of its net sales in fiscal 2001, 2000 and 1999, respectively. Sales to the Company's five largest customers accounted for approximately 74.0% of its net sales in the six months ended November 30, 2001. During fiscal 2001, Texas Instruments and Formosa Advanced Technologies Co. Ltd. accounted for 25.2% and 12.7% of the Company's net sales, respectively. During fiscal 2000, Texas Instruments, Formosa Advanced Technologies Co. Ltd. and First International Computer Inc. accounted for 22.8%, 19.2% and 13.5% of the Company's net sales, respectively. During fiscal 1999, Infineon (formerly the semiconductor group of Siemens), Texas Instruments and Motorola accounted for 21.9%, 18.1% and 11.9% of the Company's net sales, respectively. No other customers represented more than 10% of the Company's net sales for fiscal 2001, 2000 and 1999. The loss of or reduction or delay in orders from a significant customer, or a delay in collecting or failure to collect accounts receivable from a significant customer could adversely affect the Company's business, financial condition and operating results. LIMITED MARKET FOR BURN-IN SYSTEMS. Historically, a substantial portion of the Company's net sales were derived from the sale of burn-in systems. The market for burn-in systems is mature and estimated to be less than $100 million per year. There can be no assurance that the market for burn-in systems will grow, and sales of the Company's burn-in products could decline. LENGTHY SALES CYCLE. Sales of the Company's systems depend, in significant part, upon the decision of a prospective customer to increase manufacturing capacity or to restructure current manufacturing facilities, either of which typically involves a significant commitment of capital. The loss of individual orders due to the lengthy sales and evaluation cycle, or delays in the sale of even a limited number of systems could have a material adverse effect on the Company's business, operating results and financial condition and, in particular, could contribute to significant fluctuations in operating results on a quarterly basis. DEPENDENCE ON INTERNATIONAL SALES AND OPERATIONS. Approximately 60.6%, 73.3% and 72.7% of the Company's net sales for fiscal 2001, 2000 and 1999, respectively, were attributable to sales to customers for delivery outside of the United States. A substantial portion of the Company's sales has been in Asia. Turmoil in the Asian financial markets has resulted, and may result in the future, in dramatic currency devaluations, stock market declines, restriction of available credit and general financial weakness. In addition, DRAM prices have sometimes fallen dramatically and will likely do so again in the future. The Company believes that many international semiconductor manufacturers limited capital spending (including the purchase of MTXs) in fiscal 1999, 2001 and early fiscal 2002, and that the uncertainty of the DRAM market may cause some manufacturers in the future to again delay capital spending plans. Such developments could have a material adverse effect on the Company's business, financial condition and results of operations. RAPID TECHNOLOGICAL CHANGE; IMPORTANCE OF TIMELY PRODUCT INTRODUCTION. The semiconductor equipment industry is subject to rapid technological change and new product introductions and enhancements. The Company's ability to remain competitive will depend in part upon its ability to develop new products and to introduce these products at competitive prices and on a timely and cost-effective basis. There can be no assurance that the Company will be successful in selecting, developing, manufacturing and marketing new products that satisfy market demand. Any such failure would materially adversely affect the Company's business, financial condition and results of operations. The Company has experienced significant delays from time to time in the introduction of, and technical and manufacturing difficulties with, certain of its products and may experience delays and technical and manufacturing difficulties in future introductions or volume production of new products, and there can be no assurance that the Company will not encounter such difficulties in the future. The Company's inability to complete product development, or to manufacture and ship products in volume and in time to meet 16 customer requirements would materially adversely affect the Company's business, financial condition and results of operations. INTENSE COMPETITION. In each of the markets it serves, the Company faces competition from established competitors and potential new entrants. New product introductions by the Company's competitors or by new market entrants could cause a decline in sales or loss of market acceptance of the Company's existing products. Increased competitive pressure could also lead to intensified price-based competition, resulting in lower prices that could adversely affect the Company's business, financial condition and operating results. Competing suppliers of burn-in and functional test systems include Ando Corporation, Japan Engineering Company and Reliability Incorporated. In addition, suppliers of memory test equipment, including Advantest Corporation and Teradyne, Inc., may seek to offer competitive parallel test systems in the future. The Company's MAX and ATX monitored and dynamic burn-in systems increasingly have faced and are expected to continue to face severe competition, especially from local, low cost manufacturers and from systems manufacturers that offer higher power dissipation per device under test. Also, the FOX full wafer contact system is expected to face competition from larger systems manufacturers that have sufficient technological know-how and manufacturing capability. The Company's DiePak products face significant competition. The Company believes that several companies have developed or are developing other products which are intended to enable burn-in and test of bare die. The DiePak products also face severe competition from other alternative test solutions. The Company's test fixture products face numerous competitors. The Company has granted royalty-bearing licenses to several companies to make Performance Test Boards ("PTBs") for use with its MTX systems. Sales of PTBs by licensees result in royalties to the Company but reduce the Company's own sales of PTBs. CYCLICALITY OF SEMICONDUCTOR INDUSTRY AND CUSTOMER PURCHASES; RISK OF CANCELLATIONS AND RESCHEDULINGS. The semiconductor and semiconductor equipment industries in general, and the market for DRAMs and other memories in particular, historically have been highly volatile and have experienced periodic downturns and slowdowns. These downturns and slowdowns have adversely affected the Company's operating results in the past and in fiscal 1999, 2000, 2001 and early 2002. A large portion of the Company's net sales are attributable to a few customers and therefore a reduction in purchases by one or more customers could materially adversely affect the Company's financial results. Semiconductor equipment companies may experience a significant rate of cancellations and reschedulings of purchase orders, as was the case in the industry in late 1995, early 1996, 1998 and 2001. There can be no assurance that the Company will not be materially adversely affected by future cancellations and reschedulings. DEPENDENCE ON SUBCONTRACTORS; SOLE OR LIMITED SOURCES OF SUPPLY. The Company's MTX, MAX, ATX and FOX systems contain several components, including environmental chambers, power supplies, wafer contactors, signal distribution substrates and certain ICs, which are currently supplied by only one or a limited number of suppliers. The DiePak products include an interconnect substrate which is currently being supplied by one supplier, but the Company is evaluating alternate suppliers for the DiePak substrate. In the event that any significant subcontractor or single source supplier was to become unable or unwilling to continue to manufacture subassemblies, components or parts in required volumes, the Company would have to identify and qualify acceptable replacements. The process of qualifying subcontractors and suppliers could be lengthy, and no assurance can be given that any additional sources would be available to the Company on a timely basis. Any delay, interruption or termination of a supplier relationship could have a material adverse effect on the Company's business, financial condition and operating results. POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Company's Common Stock has been, and may continue to be, extremely volatile. The Company believes that factors such as announcements of developments related to the Company's business, fluctuations in the Company's operating results, failure to meet securities analysts' expectations, general conditions in the 17 semiconductor and semiconductor equipment industries and the worldwide economy could cause the price of the Company's Common Stock to fluctuate substantially. In addition, in recent years the stock market in general, and the market for small capitalization and high technology stocks in particular, has experienced extreme price fluctuations which have often been unrelated to the operating performance of affected companies. Such fluctuations could adversely affect the market price of the Company's Common Stock. MANAGEMENT OF CHANGING BUSINESS. If the Company is to be successful, it must expand its operations. Such expansion will place a significant strain on the Company's administrative, operational and financial resources. Such expansion will result in a continuing increase in the responsibility placed upon management personnel and will require development or enhancement of operational, managerial and financial systems and controls. If the Company is unable to manage the expansion of its operations effectively, the Company's business, financial condition and operating results will be materially and adversely affected. DEPENDENCE ON KEY PERSONNEL. The Company's success depends to a significant extent upon the continued service of Rhea Posedel, its Chief Executive Officer, as well as other executive officers and key employees. The loss of the services of any of its executive officers or a group of key employees could have a material adverse effect on the Company's business, financial condition and operating results. The Company's future success will depend in significant part upon its ability to attract and retain highly skilled technical, management, sales and marketing personnel. Competition for such personnel in the semiconductor equipment industry is intense, and there can be no assurance that the Company will be successful in attracting or retaining such personnel. The Company's inability to attract and retain the executive management and other key personnel it requires could have a material adverse effect on the Company's business, financial condition and operating results. INTELLECTUAL PROPERTY PROTECTION AND INFRINGEMENT. The Company's ability to compete successfully is dependent in part upon its ability to protect its proprietary technology and information. Although the Company attempts to protect its proprietary technology through patents, copyrights, trade secrets and other measures, there can be no assurance that these measures will be adequate or that competitors will not be able to develop similar technology independently. Litigation may be necessary to enforce or determine the validity and scope of the Company's proprietary rights, and there can be no assurance that the Company's intellectual property rights, if challenged, will be upheld as valid. Such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on the Company's business, financial condition and operating results, regardless of the outcome of the litigation. There are no pending claims against the Company regarding infringement of any patents or other intellectual property rights of others. However, the Company may receive, in the future, communications from third parties asserting intellectual property claims against the Company. There can be no assurance that any such claim made in the future will not result in litigation, which could involve significant expense to the Company, and, if the Company is required or deems it appropriate to obtain a license relating to one or more products or technologies, there can be no assurance that the Company would be able to do so on commercially reasonable terms, or at all. ENVIRONMENTAL REGULATIONS. Federal, state and local regulations impose various controls on the use, storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances used in the Company's operations. The Company believes that its activities conform in all material respects to current environmental and land use regulations applicable to its operations and its current facilities and that it has obtained environmental permits necessary to conduct its business. Nevertheless, the failure to comply with current or future regulations could result in substantial fines being imposed on the Company, suspension of 18 production, alteration of its manufacturing processes or cessation of operations. Such regulations could require the Company to acquire expensive remediation equipment or to incur substantial expenses to comply with environmental regulations. Any failure by the Company to control the use, disposal or storage of, or adequately restrict the discharge of, hazardous or toxic substances could subject the Company to significant liabilities. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS The Company considered the provisions of Financial Reporting Release No. 48 "Disclosures of Accounting Policies for Derivative Financial Instruments and Derivative Commodity Instruments, and Disclosures of Quantitative and Qualitative Information about Market Risk Inherent in Derivative Commodity Instruments." The Company has no holdings of derivative financial or commodity instruments at November 30, 2001. The Company is exposed to financial market risks, including changes in interest rates and foreign currency exchange rates. The Company invests excess cash in a managed portfolio of corporate and government bond instruments with maturities of 18 months or less. The Company does not use any financial instruments for speculative or trading purposes. Fluctuations in interest rates would not have a material effect on the Company's financial position, results of operations and cash flows. A majority of the Company's revenue and capital spending is transacted in U.S. dollars. The Company, however, enters into transactions in other currencies, primarily Japanese Yen. Substantially all sales to Japanese customers are denominated in yen. Since the price is determined at the time a purchase order is accepted, the Company is exposed to the risks of fluctuations in the yen-dollar exchange rate during the lengthy period from purchase order to ultimate payment. This exchange rate risk is partially offset to the extent that the Company's Japanese subsidiary incurs yen- denominated expenses. To date, the Company has not invested in instruments designed to hedge currency risks. In addition, the Company's Japanese subsidiary typically carries debt or other obligations due to the Company that may be denominated in either yen or dollars. Since the Japanese subsidiary's financial statements are based in yen and the Company's financial statements are based in dollars, the Japanese subsidiary and the Company recognize foreign exchange gain or loss in any period in which the value of the yen rises or falls in relation to the dollar. A 10% decrease in the value of the yen as compared with the dollar would potentially result in an additional net loss of approximately $166,000. 19 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None. Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. Item 3. DEFAULTS UPON SENIOR SECURITIES None. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held an Annual Meeting of Shareholders on October 17, 2001. There were issued and outstanding on September 10, 2001, the record date, 7,128,811 shares of Common Stock. There were present at said meeting in person and by proxy Shareholders of the Company who were holders of 6,519,232 shares of Common Stock entitled to vote thereat, constituting a quorum. At the Annual Meeting, the following votes were cast for the proposals indicated: Proposal One: Election of Directors of the Company. NOMINEE VOTES FOR VOTES WITHHELD - ------------------ --------- -------------- Rhea J. Posedel 6,119,792 399,440 Robert R. Anderson 6,122,992 396,240 William W.R. Elder 6,122,992 396,240 Mukesh Patel 6,121,792 397,440 Mario M. Rosati 6,121,692 397,540 Proposal Two: Amendment to the 1996 Stock Option Plan to increase the number of shares issuable thereunder by 300,000 shares. VOTES --------- FOR 4,945,816 AGAINST 1,572,016 ABSTAIN 1,400 Proposal Three: Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's independent accountants for fiscal 2002. VOTES --------- FOR 6,518,632 AGAINST 600 ABSTAIN -- Item 5. OTHER INFORMATION None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) No reports on Form 8-K were filed by the Company during the quarter ended November 30, 2001. 20 SIGNATURES 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. Aehr Test Systems (Registrant) Date: January 11, 2002 /s/ RHEA J. POSEDEL --------------- Rhea J. Posedel Chief Executive Officer and Chairman of the Board of Directors Date: January 11, 2002 /s/ GARY L. LARSON -------------- Gary L. Larson Vice President of Finance and Chief Financial Officer 21 -----END PRIVACY-ENHANCED MESSAGE-----