-----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, C4UGolMIXRMJ02jax/e4gGZFC58wF3LcY5zHqsiKBc/5vGWNIRg/OQnfKxjc2q7W t9LFHhgxoZpET9kg4ROHbw== 0001040470-03-000003.txt : 20030124 0001040470-03-000003.hdr.sgml : 20030124 20030124162859 ACCESSION NUMBER: 0001040470-03-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030124 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030124 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: 03524376 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 q203-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): January 24, 2003 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 January 24, 2003. The letter included condensed consolidated statements of operations for the three months and six months ended November 30, 2002 and November 30, 2001 and condensed consolidated balance sheets as of November 30, 2002 and May 31, 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 of 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: January 24, 2003 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 q203-ex20.txt EXHIBIT 20 Exhibit 20 To Our Shareholders: We would like to share with you the financial results and some highlights from our second fiscal quarter ended November 30, 2002. Net sales for the second quarter of fiscal 2003 were $2.9 million, an increase of 4 percent from net sales of $2.8 million in the same quarter of the prior year. Operating loss for the second quarter was $1.7 million compared with $1.1 million for the second quarter of fiscal 2002. Net loss for the quarter was $2.0 million, or $0.28 per share, compared with a net loss of $774,000, or $0.11 per share, in the same quarter a year ago. Net loss for the quarter included income tax expense of $21,000, whereas in the second quarter of fiscal 2002, income tax benefit of $261,000, or $0.04 per share, was recorded. In the quarter ended November 30, 2002, we recorded under 'Other expense, net' a $365,000, or $0.05 per share, non-cash impairment to an investment, to reflect current market conditions affecting the investment's valuation. This investment is in a development partner for our FOX full wafer contactor products. For the six months ended November 30, 2002, net sales were $6.4 million, an increase of 14 percent from net sales of $5.6 million in the comparable period of fiscal 2002. Operating loss for the six months ended November 30, 2002 was $2.8 million compared with $2.3 million for the same period of the prior fiscal year. Net loss for the six months was $2.9 million, or $0.40 per share. Net loss for the comparable period of fiscal 2002 was $1.4 million, or $0.20 per share, including an income tax benefit of $560,000, or $0.08 per share. Loss before the tax benefit for the six months ended November 30, 2001 was $2.0 million, or $0.28 per share. As of November 30, 2002, we had no outstanding debt. Our cash, short-term investments and long-term investments totaled $11.7 million, working capital was $23.2 million and book value per share was $3.77. Our long-term investments consist of interest bearing securities with maturities of less than 18 months. Our second quarter performance was impacted by the protracted downturn in the semiconductor industry. As a result, net sales were sequentially lower than those of the first quarter of fiscal 2003. Although economic conditions remain difficult, we see some positive developments. In the second quarter, we saw some capacity expansion in the DRAM marketplace as demand and prices for DDR chips increased. As a result, we sold and shipped two MTX massively parallel test systems in the second quarter. We believe that this capacity expansion will continue in the third quarter of fiscal 2003, which bodes well for additional MTX orders. We also see potential additional orders this quarter for our MAX4 higher current burn-in and test systems for handheld wireless and wireless communication ICs. We've already booked an order for two MAX4 systems in the third quarter. We continue to see a strong interest in our innovative FOX full wafer contact test and burn-in systems. We believe that IC manufacturers are considering our FOX BIST tester currently being developed as a solution to reduce their escalating test costs for flash and embedded memory products. We are confident about the market potential of our FOX family of products and expect to see an order for our FOX BIST tester over the next few quarters. We are cautiously optimistic that net sales for the third quarter will improve when compared with those of the quarter just reported, due to potential sales of our core products resulting from positive industry demand trends. Our balance sheet allows us to continue investing in next generation systems, such as the FOX product line, to move the Company into new, larger markets and drive long-term growth. Your continued support during these difficult times is greatly appreciated by everyone at Aehr Test. /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 Six Months Ended Nov 30, Nov 30, Nov 30, Nov 30, 2002 2001 2002 2001 ---------- ---------- ---------- ---------- Net sales...................................... $ 2,928 $ 2,822 $ 6,436 $ 5,627 Cost of sales.................................. 1,908 1,401 3,857 2,811 ---------- ---------- ---------- ---------- Gross profit................................... 1,020 1,421 2,579 2,816 ---------- ---------- ---------- ---------- Operating expenses: Selling, general and administrative.......... 1,452 1,500 3,163 3,131 Research and development..................... 1,234 999 2,195 1,965 ---------- ---------- ---------- ---------- Total operating expenses................... 2,686 2,499 5,358 5,096 ---------- ---------- ---------- ---------- Loss from operations........................... (1,666) (1,078) (2,779) (2,280) Interest income................................ 58 145 141 313 Other expense, net............................. (363) (102) (259) (1) ---------- ---------- ---------- ---------- Loss before income taxes....................... (1,971) (1,035) (2,897) (1,968) Income tax expense (benefit)................... 21 (261) (18) (560) ---------- ---------- ---------- ---------- Net Loss....................................... $(1,992) $ (774) $(2,879) $(1,408) ========== ========== ========== ========== Net loss per share (basic)..................... $ (0.28) $ (0.11) $ (0.40) $ (0.20) Net loss per share (diluted)................... $ (0.28) $ (0.11) $ (0.40) $ (0.20) Shares used in per share calculation (basic)... 7,164 7,128 7,174 7,125 Shares used in per share calculation (diluted). 7,164 7,128 7,174 7,125
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
Nov 30, May 31, 2002 2002 (unaudited) ---------- ---------- Assets Current assets: Cash and cash equivalents .......................... $ 7,153 $ 7,485 Short-term investments ............................. 4,217 8,003 Accounts receivable................................. 3,864 3,132 Inventories ........................................ 8,856 8,633 Prepaid expenses and other ......................... 2,353 2,373 ---------- ---------- Total current assets ........................... 26,443 29,626 Property and equipment, net .......................... 2,106 2,356 Long-term investments ................................ 308 -- Other assets, net .................................... 1,558 1,836 ---------- ---------- Total assets ................................... $30,415 $33,818 ========== ========== Liabilities and shareholders' equity Current liabilities: Accounts payable ................................... $ 656 $ 874 Accrued expenses ................................... 2,147 2,260 Deferred revenue ................................... 409 540 ---------- ---------- Total current liabilities ...................... 3,212 3,674 Deferred revenue ..................................... 35 35 Deferred lease commitment ............................ 256 224 ---------- ---------- Total liabilities .............................. 3,503 3,933 ---------- ---------- Shareholders' equity: Common stock........................................ 71 72 Additional paid-in capital ......................... 36,283 36,387 Accumulated deficit ................................ (10,947) (8,068) Net unrealized gain on investments.................. 9 2 Cumulative translation adjustment................... 1,496 1,492 ---------- ---------- Total shareholders' equity ..................... 26,912 29,885 ---------- ---------- Total liabilities and shareholders' equity ..... $30,415 $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 reports filed with the SEC for additional risks affecting the Company. EX-99 4 q203-ex991.txt EXHIBIT 99.1 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 January 24, 2003 EX-99 5 q203-ex992.txt EXHIBIT 99.2 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 January 24, 2003 -----END PRIVACY-ENHANCED MESSAGE-----