-----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, EzGuMs3AWdkFvkE9897aAnc8+aV7rtGjRijRC2RTQ8X7jL8YPpnBkEBM3+IVFRKS VvhVqlMOq0DVuFG0Lab1LQ== 0001040470-02-000013.txt : 20021105 0001040470-02-000013.hdr.sgml : 20021105 20021104174831 ACCESSION NUMBER: 0001040470-02-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021104 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021105 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 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22893 FILM NUMBER: 02808942 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 8-K 1 q103-e8k1.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): November 4, 2002 Aehr Test Systems (Exact name of Registrant as specified in its chapter) California 000-22893 94-2424084 (State or other jurisdiction of [Commission File Number] (I.R.S. Employer incorporation or organization) Identification Number) 400 Kato Terrace Fremont, CA 94539 (Address of principal executive offices) 510-623-9400 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS Aehr Test Systems sent a letter to its shareholders of record in the form of Exhibit 20 with an expected mailing date of November 4, 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The Exhibits listed on the accompanying "Index to Exhibits" are filed as part hereof, or incorporated by reference into, the report. SIGNATURE Pursuant to the requirements of the Securities Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Aehr Test Systems (Registrant) Date: November 4, 2002 By: /S/ GARY L. LARSON ------------------------- Gary L. Larson Vice President of Finance and Chief Financial Officer INDEX TO EXHIBITS Exhibit Number - ------- 20 Letter to Shareholders. 99.1 Certification Statement of Chief Executive Officer. 99.2 Certification Statement of Chief Financial Officer. EX-20 3 q103-ex20.txt LETTER TO SHAREHOLDERS Exhibit 20 To Our Shareholders: We would like to share with you the financial results and some highlights from our first fiscal quarter ended August 31, 2002. Net sales for the first quarter of fiscal 2003 were $3.5 million, an increase of 25 percent from net sales of $2.8 million in the first quarter of the prior fiscal year. Net loss for the quarter was $887,000, or $0.12 per share, compared with a net loss of $634,000, or $0.09 per share, in the same quarter of the prior year. The operating loss for the first quarter of fiscal 2003 showed an improvement of 7 percent compared with the operating loss in the same quarter of the prior year. Net loss for the first quarter of fiscal 2002 included a U.S. income tax benefit of $332,000, or $0.05 per share, whereas in the first quarter of fiscal 2003 no U.S. income tax benefit was recorded. As of August 31, 2002, we had no outstanding debt. Our cash, short-term investments and long-term investments totaled $13.6 million, working capital was $24.5 million and book value per share was $4.03. Our long-term investments consist of interest bearing securities with maturities of less than 18 months. Although the recovery of the semiconductor industry is slow, we continue to remain confident about Aehr Test's long-term future. We were able to reduce our operating loss somewhat in the quarter just ended compared with that of the fourth quarter of fiscal 2002. However, given the sluggish economy and the continued downturn in the semiconductor industry, we expect our net sales in the second quarter of fiscal 2003 to be less than those in the quarter just reported. We have a strong balance sheet, so we can continue to invest in R&D and grow our FOX family of products, which we expect to add to our core product revenues. We received orders during the first quarter for multiple MAX4 burn-in and test systems from a leading semiconductor manufacturer. The newly released MAX4 system features low voltage down to 0.5 volts and high current up to 200 amps, as needed to meet the burn-in and test requirements for today's high performance logic devices. We believe that this sale validates the market need for higher power, lower voltage burn-in and test systems. Our new MAX4 system could lead to new business opportunities for us if a significant percentage of our installed base needs to be replaced as the industry migrates to higher power ICs. We continue to be encouraged as our new products continue to generate interest from our large customer base. On behalf of everyone at Aehr Test, we appreciate your continued support during these difficult times. /S/ RHEA J. POSEDEL /S/ C.J. MEURELL Rhea J. Posedel C.J. Meurell CEO and Chairman President and COO CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited)
Three Months Ended Aug 31, Aug 31, 2002 2001 ---------- ---------- Net sales............................................. $3,508 $2,805 Cost of sales......................................... 1,949 1,410 ---------- ---------- Gross profit.......................................... 1,559 1,395 ---------- ---------- Operating expenses: Selling, general and administrative................. 1,711 1,631 Research and development............................ 961 966 ---------- ---------- Total operating expenses........................ 2,672 2,597 ---------- ---------- Loss from operations.................................. (1,113) (1,202) Interest income....................................... 83 168 Other income, net..................................... 104 101 ---------- ---------- Loss before income taxes.............................. (926) (933) Income tax benefit.................................... (39) (299) ---------- ---------- Net loss.............................................. $ (887) $ (634) ---------- ---------- Net loss per share (basic)............................ $(0.12) $(0.09) Net loss per share (diluted).......................... $(0.12) $(0.09) Shares used in per share calculation (basic).......... 7,184 7,123 Shares used in per share calculation (diluted)........ 7,184 7,123
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
Aug 31, May 31, 2002 2002 (unaudited) ---------- ---------- Assets Current assets: Cash and cash equivalents .......................... $ 8,020 $ 7,485 Short-term investments ............................. 4,856 8,003 Accounts receivable................................. 3,546 3,132 Inventories ........................................ 8,921 8,633 Prepaid expenses and other ......................... 2,327 2,373 ---------- ---------- Total current assets ........................... 27,670 29,626 Property and equipment, net .......................... 2,205 2,356 Long-term investments ................................ 701 -- Other assets, net .................................... 1,859 1,836 ---------- ---------- Total assets ................................... $32,435 $33,818 ========== ========== Liabilities and shareholders' equity Current liabilities: Accounts payable ................................... $ 809 $ 874 Accrued expenses ................................... 1,995 2,260 Deferred revenue ................................... 399 540 ---------- ---------- Total current liabilities ...................... 3,203 3,674 Deferred revenue ..................................... 35 35 Deferred lease commitment ............................ 240 224 ---------- ---------- Total liabilities .............................. 3,478 3,933 ---------- ---------- Shareholders' equity: Common stock........................................ 72 72 Additional paid-in capital ......................... 36,384 36,387 Accumulated deficit ................................ (8,955) (8,068) Net unrealized gain on investments.................. 3 2 Cumulative translation adjustment................... 1,453 1,492 ---------- ---------- Total shareholders' equity ..................... 28,957 29,885 ---------- ---------- Total liabilities and shareholders' equity ..... $32,435 $33,818 ========== ==========
"Safe Harbor" Statement: This letter contains forward-looking statements that involve risks and uncertainties relating to projections regarding industry growth and customer demand for the Company's products. Actual results may vary from projected results. These risks and uncertainties include economic conditions in Asia and elsewhere, world events, acceptance by customers of the FOX, MTX, MAX and DiePak technologies, the ability of the Company to gain business in China, the Company's development and manufacture of a commercially successful wafer-level burn-in system, and the potential emergence of alternative technologies, which could adversely affect demand for the Company's products in fiscal year 2003. See the Company's 10-K and most recent 10-Q filed with the SEC for additional risks affecting the Company. EX-99 4 q103-ex991.txt CEO STATEMENT Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Letter to Shareholders of Aehr Test Systems (the "Company") on Form 8-K as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Rhea J. Posedel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ RHEA J. POSEDEL - ------------------------- Rhea J. Posedel Chief Executive Officer November 4, 2002 EX-99 5 q103-ex992.txt CFO STATEMENT Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Letter to Shareholders of Aehr Test Systems (the "Company") on Form 8-K as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gary L. Larson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ GARY L. LARSON - ------------------------- Gary L. Larson Chief Financial Officer November 4, 2002 -----END PRIVACY-ENHANCED MESSAGE-----