-----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, LVy9eSxcHnqc9pSNpwLjzmNs2aq5y8vkZ/FNjReyJwa+Os3jnxZTr9MGkMocXINg o2YOSSkPTZkgWOR+tE4gMw== 0001040470-04-000002.txt : 20040113 0001040470-04-000002.hdr.sgml : 20040113 20040113165017 ACCESSION NUMBER: 0001040470-04-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031130 FILED AS OF DATE: 20040113 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22893 FILM NUMBER: 04523163 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 q204-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, 2003. 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 --- --- Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES NO X --- --- Number of shares of Common Stock, $0.01 par value, outstanding at December 31, 2003 was 7,185,799. 1 FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 30, 2003 INDEX PART I. FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of November 30, 2003 and May 31, 2003 . . . . . . . . . . . 3 Condensed Consolidated Statements of Operations for the three months and six months ended November 30, 2003 and 2002 . 4 Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2003 and 2002. . . . . . . 5 Notes to Condensed Consolidated Financial Statements. . . . . 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . . 10 ITEM 3. Quantitative and Qualitative Disclosures about Market Risks. . 21 ITEM 4. Controls and Procedures. . . . . . . . . . . . . . . . . . . . 22 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 22 ITEM 2. Changes in Securities and Use of Proceeds . . . . . . . . . . 22 ITEM 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . 22 ITEM 4. Submission of Matters to a Vote of Security Holders . . . . . 22 ITEM 5. Other Information . . . . . . . . . . . . . . . . . . . . . . 23 ITEM 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 23 SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 2 PART I. FINANCIAL STATEMENTS Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AEHR TEST SYSTEMS CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data)
November 30, May 31, 2003 2003 (unaudited) ----------- ----------- ASSETS Current assets: Cash and cash equivalents . . . . . . . . . . . $ 6,370 $ 8,362 Short-term investments. . . . . . . . . . . . . 5,243 2,429 Accounts receivable . . . . . . . . . . . . . . 3,280 2,889 Inventories . . . . . . . . . . . . . . . . . . 7,897 9,247 Prepaid expenses and other. . . . . . . . . . . 417 1,640 ----------- ----------- Total current assets . . . . . . . . . . . . 23,207 24,567 Property and equipment, net . . . . . . . . . . . 1,395 1,515 Long-term investments . . . . . . . . . . . . . . 1,281 607 Goodwill. . . . . . . . . . . . . . . . . . . . . 274 274 Other assets, net . . . . . . . . . . . . . . . . 1,255 1,284 ----------- ----------- Total assets . . . . . . . . . . . . . . . . $27,412 $28,247 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable. . . . . . . . . . . . . . . . $ 897 $ 748 Accrued expenses. . . . . . . . . . . . . . . . 2,221 1,739 Deferred revenue. . . . . . . . . . . . . . . . 455 106 ----------- ----------- Total current liabilities . . . . . . . . . . 3,573 2,593 Deferred revenue. . . . . . . . . . . . . . . . . 30 30 Accrued lease commitment. . . . . . . . . . . . . 299 279 ----------- ----------- Total liabilities . . . . . . . . . . . . . . 3,902 2,902 ----------- ----------- Shareholders' equity: Common stock, $.01 par value: Issued and outstanding: 7,186 shares and 7,157 shares at November 30, 2003 and May 31, 2003 respectively . . . . . . . . . . 72 72 Additional paid-in capital. . . . . . . . . . . 36,418 36,364 Accumulated other comprehensive income. . . . . 1,389 1,521 Accumulated deficit . . . . . . . . . . . . . . (14,369) (12,612) ----------- ----------- Total shareholders' equity . . . . . . . . . 23,510 25,345 ----------- ----------- Total liabilities and shareholders' equity. . $27,412 $28,247 =========== ===========
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 --------------------- -------------------- 2003 2002 2003 2002 --------- --------- --------- -------- Net sales. . . . . . . . . . . . . . . . . . . $3,593 $ 2,928 $ 7,762 $ 6,436 Cost of sales. . . . . . . . . . . . . . . . . 2,251 1,908 4,794 3,857 --------- --------- -------- -------- Gross profit . . . . . . . . . . . . . . . . . 1,342 1,020 2,968 2,579 --------- --------- -------- -------- Operating expenses: Selling, general and administrative. . . . . 1,269 1,452 2,783 3,163 Research and development . . . . . . . . . . 1,139 1,234 2,358 2,195 --------- --------- -------- -------- Total operating expenses . . . . . . . . 2,408 2,686 5,141 5,358 --------- --------- -------- -------- Loss from operations . . . . . . . . . . . . . (1,066) (1,666) (2,173) (2,779) Interest income . . . . . . . . . . . . . . . 34 58 270 141 Other income (expense), net. . . . . . . . . . 98 (363) 161 (259) --------- --------- -------- -------- Loss before income taxes . . . . . . . . . . . (934) (1,971) (1,742) (2,897) Income tax expense (benefit) . . . . . . . . . 15 21 15 (18) --------- --------- -------- -------- Net loss . . . . . . . . . . . . . . . . . . . $ (949) $(1,992) $(1,757) $(2,879) --------- --------- -------- -------- Other comprehensive loss, net of tax: Foreign currency translation adjustments income (expense). . . .. . . . (58) 43 (122) 4 Unrealized holding gains (losses) arising during period. . . . . . . . . . . . . . . 9 6 (10) 7 --------- --------- -------- -------- Comprehensive loss . . . . . . . . . . . . . . $ (998) $(1,943) $(1,889) $(2,868) ========= ========= ======== ======== Net loss per share (basic) . . . . . . . . . . $(0.13) $ (0.28) $ (0.25) $ (0.40) Net loss per share (diluted) . . . . . . . . . $(0.13) $ (0.28) $ (0.25) $ (0.40) Shares used in per share calculation: Basic. . . . . . . . . . . . . . . . . . . . 7,181 7,164 7,169 7,174 Diluted. . . . . . . . . . . . . . . . . . . 7,181 7,164 7,169 7,174
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, ---------------------- 2003 2002 ---------- ---------- Cash flows from operating activities: Net loss...................................... $(1,757) $(2,879) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Loss on impairment of an investment......... -- 365 Provision for doubtful accounts............. (7) 110 Depreciation and amortization............... 210 323 Changes in operating assets and liabilities: Accounts receivable....................... (369) (832) Inventories............................... 1,368 (217) Accounts payable.......................... (47) (246) Accrued expenses and deferred revenue..... 823 (254) Accrued lease commitment.................. 20 32 Other current assets...................... 1,225 22 ---------- ---------- Net cash provided by (used in) operating activities.................. 1,466 (3,576) ---------- ---------- Cash flows from investing activities: Net (increase) decrease in short- term investments.......................... (2,814) 3,786 Net increase in long-term investments............................... (684) (301) Additions to property and equipment......... (70) (70) (Increase) decrease in other assets......... 37 (85) ---------- ---------- Net cash provided by (used in) investing activities.................. (3,531) 3,330 ---------- ---------- Cash flows from financing activities: Proceeds from issuance of common stock and exercise of stock options............. 54 50 Repurchase of common stock.................. -- (156) ---------- ---------- Net cash provided by (used in) financing activities.................. 54 (106) ---------- ---------- Effect of exchange rates on cash................ 19 20 ---------- ---------- Net decrease in cash and cash equivalents...................... (1,992) (332) Cash and cash equivalents, beginning of period.. 8,362 7,485 ---------- ---------- Cash and cash equivalents, end of period........ $ 6,370 $ 7,153 ========== ==========
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, 2003 (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," "we," "us," and "our"). 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 condensed consolidated financial statements for the interim periods presented reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the consolidated financial position and results of operations as of and for such periods indicated. These condensed 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, 2003. 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. 2. STOCK-BASED COMPENSATION The Company accounts for stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," ("APB 25") and related interpretations and complies with the disclosure provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), as amended by Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS 148"). Under APB 25, compensation expense is based on the difference, if any, on the date of the grant, between the fair value of the Company's shares and the exercise price of the option. Stock-based compensation for consultants or other third parties are accounted for in accordance with SFAS 123 and Emerging Issues Task Force No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services". 6 For purposes of pro forma disclosures, the estimated fair value of the stock options and grants under the Company's Employee Stock Purchase Plan are amortized to expense over the vesting period. The Company's pro forma information follows (in thousands, except per share amounts):
Three Months Ended Six Months Ended November 30, November 30, --------- --------- --------- --------- 2003 2002 2003 2002 --------- --------- --------- --------- Net loss, as reported:...................... $ (949) $(1,992) $(1,757) $(2,879) Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects......................... (165) (149) (321) (400) --------- --------- --------- --------- Pro forma net loss.......................... $(1,114) $(2,141) $(2,078) $(3,279) ========= ========= ========= ========= Net loss per share: Basic, as reported.......................... $ (0.13) $ (0.28) $ (0.25) $ (0.40) ========= ========= ========= ========= Basic, pro forma............................ $ (0.16) $ (0.30) $ (0.29) $ (0.46) ========= ========= ========= ========= Diluted, as reported........................ $ (0.13) $ (0.28) $ (0.25) $ (0.40) ========= ========= ========= ========= Diluted, pro forma.......................... $ (0.16) $ (0.30) $ (0.29) $ (0.46) ========= ========= ========= =========
The above pro forma effects on loss may not be representative of the effects on net income (loss) for future years as option grants typically vest over several years and additional options are generally granted each year. The fair value of each option and stock purchase plan grant has been estimated on the date of grant using the Black-Scholes option pricing model and the following weighted average assumptions:
Three Months Ended Six Months Ended November 30, November 30, --------- --------- --------- --------- 2003 2002 2003 2002 --------- --------- --------- --------- Risk-free Interest Rate .............. 3.17% 2.98% 3.00% 3.37% Expected Life......................... 5 years 5 years 5 years 5 years Volatility............................ 0.81 0.79 0.81 0.79 Dividend Yield........................ -- -- -- --
7 3. 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, --------- --------- --------- --------- 2003 2002 2003 2002 --------- --------- --------- --------- (in thousands, except per share amounts) Net loss available to common shareholders: Numerator: Net loss......................... $ (949) $(1,992) $(1,757) $(2,879) --------- --------- --------- --------- Denominator for basic net loss per share: Weighted-average shares outstanding ...... 7,181 7,164 7,169 7,174 --------- --------- --------- --------- Shares used in basic per share calculation.. 7,181 7,164 7,169 7,174 Effect of dilutive securities: Employee stock options.................. -- -- -- -- --------- --------- --------- --------- Denominator for diluted net loss per share............................... 7,181 7,164 7,169 7,174 --------- --------- --------- --------- Basic net loss per share.................... $(0.13) $ (0.28) $ (0.25) $ (0.40) ========= ========= ========= ========= Diluted net loss per share.................. $(0.13) $ (0.28) $ (0.25) $ (0.40) ========= ========= ========= =========
Stock options to purchase 1,335,182 and 1,227,708 shares of common stock were outstanding on November 30, 2003 and November 30, 2002, respectively, but were not included in the computation of diluted loss per share because the inclusion of such shares would be anti-dilutive. 4. INVENTORIES Inventories are comprised of the following (in thousands):
November 30, May 31, 2003 2003 ----------- ----------- Raw materials and sub-assemblies $3,904 $3,845 Work in process 3,484 4,694 Finished goods 509 708 ----------- ----------- $7,897 $9,247 =========== ===========
5. 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): 8
United Adjust- States Asia Europe ments Total --------- --------- --------- --------- --------- Three months ended November 30, 2003: Net sales...................... $ 2,922 $ 273 $ 501 $ (103) $ 3,593 Portion of U.S. net sales from export sales............ 2,463 -- -- -- 2,463 Income (loss) from operations.. (1,058) (65) 57 -- (1,066) Identifiable assets............ 35,450 896 748 (9,682) 27,412 Long-lived assets.............. 1,113 269 13 -- 1,395 Six months ended November 30, 2003: Net sales...................... $ 6,525 $ 614 $1,074 $ (451) $ 7,762 Portion of U.S. net sales from export sales............ 4,992 -- -- -- 4,992 Income (loss) from operations.. (2,180) (117) 120 4 (2,173) Identifiable assets............ 35,450 896 748 (9,682) 27,412 Long-lived assets.............. 1,113 269 13 -- 1,395 Fiscal year ended May 31, 2003: Net sales...................... $13,977 $ 661 $ 1,365 $ (911) $15,092 Portion of U.S. net sales from export sales............ 9,885 -- -- -- 9,885 Income (loss) from operations.. (4,445) (478) 57 142 (4,724) Identifiable assets............ 36,903 959 773 (10,388) 28,247 Long-lived assets.............. 1,239 259 17 -- 1,515
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. 6. GOODWILL The Company has adopted the provisions of Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," effective June 1, 2002. In accordance with SFAS 142, the Company ceased the amortization of goodwill as of June 1, 2002. Net goodwill at November 30, 2003 and May 31, 2003 was $274,000. In accordance with the provisions of SFAS 142, the Company performed an initial test of goodwill impairment. The test showed no impairment of the Company's goodwill as of June 1, 2002, the initial date of adopting SFAS 142. In accordance with the provisions of SFAS 142, the Company performed an annual goodwill impairment test on May 31, 2003 and it showed no impairment of the Company's goodwill as of that date. 7. PRODUCT WARRANTIES The Company provides for the estimated cost of product warranties at the time the products are shipped. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company's warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from the Company's estimates, revisions to the estimated warranty liability would be required. 9
Three months Six months ended ended -------------------------- November 30, 2003 ------------ ----------- (in thousands) Balance at the beginning of the period $141 $111 Accruals for warranties issued during the period 10 133 Accruals related to pre-existing warranties (including changes in estimates) -- -- Settlements made during the period (in cash or in kind) (39) (132) ----------- ----------- Balance at the end of the period $112 $112 =========== ===========
8. RECENT ACCOUNTING PRONOUNCEMENTS In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables". EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 are required to be applied to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF Issue No. 00-21 did not have a material impact on the Company's financial position or results of operations. In January 2003, the Financial Accounting Standards Board ("FASB")issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51". FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The provisions of FIN 46 must be applied for periods after December 15, 2003. The adoption of FIN 46 did not have a material impact on the Company's financial position or results of operations. In May 2003, the FASB issued Statement of Financial Accounting Standards No.150 ("SFAS 150"), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS 150 requires financial instruments within its scope be classified as a liability (or an asset in some circumstances). Many of those financial instruments were previously classified as equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003. For financial instruments created before and still existing as of the issuance of this statement, a cumulative effect of change in accounting principle shall be reported upon implementation in the first interim period beginning after June 15, 2003. The adoption of SFAS 150 did not have a material impact on the Company's financial position or results of operations. 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 Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this document. 10 This Management's Discussion and Analysis of Financial Condition and Results of Operation and other parts of this Form 10-Q contains forward- looking statements that involve risks and uncertainties. These statements typically may be identified by the use of forward-looking words or phrases such as "believe," "expect," "intend," "anticipate," "should," "planned," "estimated," and "potential," among others. All forward-looking statements included in this document are based on our current expectations, and we assume no obligation to update any of these forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for these forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in these forward-looking statements. The risks and uncertainties that may affect the operations, performance, development, and results of our businesses include but are not limited to those factors that might be described from time to time in periodic filings with the Securities and Exchange Commission and include those set forth in this Quarterly Report on Form 10-Q as "Factors that May Affect Future Results of Operations," as well as other factors beyond our control. CRITICAL ACCOUNTING POLICIES The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to customer programs and incentives, product returns, bad debts, inventories, investments, intangible assets, income taxes, financing operations, warranty obligations, long-term service contracts, and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. REVENUE RECOGNITION The Company's revenue recognition policy is significant because revenue is a key component of the results of operations. The Company's revenue consists 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 licensing income from Performance Test Boards ("PTBs") is recognized when paid by the licensee. This income is recorded in net sales. In addition, the Company's revenue recognition policy determines the timing of certain expenses, such as commissions and royalties. The Company follows very specific and detailed guidelines in measuring revenue in accordance with SAB 101; however, certain judgments affect the application of the revenue policy. Revenue results are difficult to predict, and any shortfall in revenue or delay in recognizing revenue could cause the operating results to vary significantly from quarter to quarter and could result in future operating losses. The Company's revenue recognition policy is further 11 affected by estimated reductions to revenue for special pricing agreements, price protection, promotions and other volume-based incentives. If market conditions decline, the Company may take actions to increase customer incentive offerings possibly resulting in an incremental reduction of revenue or increase in cost at the time the incentive is offered. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial conditions of the Company's customers deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. WARRANTY OBLIGATIONS The Company records the estimated cost of product warranties at the time revenue is recognized. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company's warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The Company's estimate of warranty reserve is based on management assessment of future warranty obligations and on historical warranty obligations. Should actual product failure rates, material usage or service delivery costs differ from the Company's estimates, revisions to the estimated warranty liability would be required. INVENTORY OBSOLESCENCE The Company writes down its inventory for estimated obsolescence or unmarketable inventory by an amount equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. INVESTMENT IMPAIRMENT The Company records an investment impairment charge when it believes an investment has experienced a decline in value that is other than temporary. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment's current carrying value, thereby possibly requiring an impairment charge in the future. DEFERRED TAX ASSETS The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company determines that it will be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax asset will increase income in the period such determination is made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the deferred tax asset will be charged to income in the period such determination is made. RESULTS OF OPERATIONS The following table sets forth items in the Company's Condensed Consolidated Statements of Operations as a percentage of net sales for the periods indicated. 12
Three Months Ended Six Months Ended November 30, November 30, ---------------------- -------------------- 2003 2002 2003 2002 ---------- ---------- --------- ---------- Net sales. . . . . . . . . . . . . . . . . . . 100.0 % 100.0 % 100.0 % 100.0 % Cost of sales. . . . . . . . . . . . . . . . . 62.6 65.2 61.8 59.9 ---------- ---------- --------- -------- Gross profit . . . . . . . . . . . . . . . . . 37.4 34.8 38.2 40.1 ---------- ---------- --------- -------- Operating expenses: Selling, general and administrative. . . . . 35.3 49.6 35.8 49.1 Research and development . . . . . . . . . . 31.7 42.1 30.4 34.1 ---------- ---------- --------- -------- Total operating expenses . . . . . . . . 67.0 91.7 66.2 83.2 ---------- ---------- --------- -------- Loss from operations . . . . . . . . . . . . . (29.6) (56.9) (28.0) (43.1) Interest income . . . . . . . . . . . . . . . 0.9 2.0 3.5 2.2 Other income (expense), net . . . . . . . . . 2.7 (12.4) 2.1 (4.1) ---------- ---------- --------- -------- Loss before income taxes . . . . . . . . . . . (26.0) (67.3) (22.4) (45.0) Income tax expense (benefit) . . . . . . . . . 0.4 0.7 0.2 (0.3) ---------- ---------- --------- -------- Net loss . . . . . . . . . . . . . . . . . . . (26.4)% (68.0)% (22.6)% (44.7)% ========== ========== ========= ========
THREE MONTHS ENDED NOVEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED NOVEMBER 30, 2002 NET SALES. Net sales increased to $3.6 million in the three months ended November 30, 2003 from $2.9 million in the three months ended November 30, 2002, an increase of 22.7%. The increase in net sales resulted primarily from an increase in sales of the Company's MAX products of approximately $1.6 million, partially offset by a decrease in sales of MTX products of approximately $874,000. The Company anticipates that net sales in the third quarter of fiscal 2004 will be similar to the net sales of the second quarter of fiscal 2004. GROSS PROFIT. Cost of sales consists primarily of the cost of materials, assembly and test costs, and overhead from operations. Gross profit increased to $1.3 million in the three months ended November 30, 2003 from $1.0 million in the three months ended November 30, 2002, an increase of 31.6%. Gross profit margin increased to 37.4% in the three months ended November 30, 2003 from 34.8% in the three months ended November 30, 2002. The increase in gross profit margin was primarily the result of a change in product mix, particularly a decrease in MTX systems sold, resulting in lower material costs as a percentage of net sales, partially offset by an increase in provision for inventory reserves of approximately $139,000. 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 $1.3 million in the three months ended November 30, 2003 from $1.5 million in the three months ended November 30, 2002, a decrease of 12.6%. The decrease in SG&A expenses was primarily due to decreases in the product support expenses and the provision for bad debt reserve of approximately $80,000 and $66,000, respectively. 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 $1.1 million in the three months ended November 30, 2003 from $1.2 million in the three months ended November 30, 2002, a decrease of 7.7%. The decrease in R&D expenses was primarily due to a decrease in project material expenses of $204,000 predominantly related to the development of the 13 Company's FOX product line, partially offset by an increase in outside services of $90,000. INTEREST INCOME. Interest income decreased to $34,000 in the three months ended November 30, 2003 from $58,000 in the three months ended November 30, 2002, a decrease of 41.4%. The decrease in interest income was primarily related to a lower average rate of return on investments. OTHER INCOME (EXPENSE), NET. Other income, net was $98,000 in the three months ended November 30, 2003, compared with other expense, net of $363,000 in the three months ended November 30, 2002. The increase in other income (expense), net was primarily due to foreign currency exchange gains recorded by the Company and its subsidiaries in the three months ended November 30, 2003, compared with a non-cash impairment charge of $365,000 of an investment to record an other-than-temporary decline in the fair value of the investment in the three months ended November 30, 2002. INCOME TAX EXPENSE (BENEFIT). Income tax expense decreased to $15,000 in the three months ended November 30, 2003, from $21,000 in the three months ended November 30, 2002. The income tax expense in the three months ended November 30, 2003 and in the three months ended November 30, 2002 related primarily to the tax expense recorded as a result of income earned in the Company's German subsidiary. The Company's U.S. operations and its Japanese subsidiary have experienced significant cumulative losses and thus generated certain net operating losses available to offset future taxes payable in the U.S. and Japan. As a result of the cumulative operating losses in the Company's U.S. operations and its Japanese subsidiary, a valuation allowance was established for the full amount of its U.S. operations and the Japanese subsidiary's net deferred tax assets in the fourth quarter of fiscal 2002. 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 was recorded for losses in either the Company's U.S. operations or its Japanese subsidiary. SIX MONTHS ENDED NOVEMBER 30, 2003 COMPARED TO SIX MONTHS ENDED NOVEMBER 30, 2002 NET SALES. Net sales increased to $7.8 million in the six months ended November 30, 2003 from $6.4 million in the six months ended November 30, 2002, an increase of 20.6%. The increase in net sales resulted primarily from an increase in sales of the Company's MAX products. GROSS PROFIT. Gross profit increased to $3.0 million in the six months ended November 30, 2003 from $2.6 million in the six months ended November 30, 2002, an increase of 15.1%. The gross profit margin decreased to 38.2% in the six months ended November 30, 2003 from 40.1% in the six months ended November 30, 2002. The decrease in gross profit margin was primarily the result of an increase in provision for inventory reserves of $149,000. SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses decreased to $2.8 million in the six months ended November 30, 2003 from $3.2 million in the six months ended November 30, 2002, a decrease of 12.0%. The decrease in SG&A expenses was primarily due to decreases in the provision for bad debt reserve and commissions to outside sales representatives of approximately $129,000 and $116,000, respectively. The decrease in commissions to outside sales representatives in the six months ended November 30, 2003 was primarily due to a lower level of commissionable sales to territories in which sales representatives are utilized. RESEARCH AND DEVELOPMENT. R&D expenses increased to $2.4 million in the six months ended November 30, 2003 from $2.2 million in the six months ended November 30, 2002, an increase of 7.4%. The increase in R&D expenses was primarily due to increases in outside services and employment related expenses of approximately $68,000 and $45,000, respectively. 14 INTEREST INCOME. Interest income increased to $270,000 in the six months ended November 30, 2003 from $141,000 in the six months ended November 30, 2002, an increase of 91.5%. The increase in interest income was primarily related to interest income received in the first quarter of fiscal 2004 in connection with income tax refunds relating to prior years. OTHER INCOME (EXPENSE), NET. Other income, net was $161,000 in the six months ended November 30, 2003, compared with other expense, net of $259,000 in the six months ended November 30, 2002. The increase in other income (expense), net was primarily due to foreign currency exchange gains of $186,000 recorded by the Company and its subsidiaries in the six months ended November 30, 2003, compared with a non-cash impairment charge of $365,000 of an investment to record an other-than-temporary decline in the fair value of the investment in the six months ended November 30, 2002. INCOME TAX EXPENSE (BENEFIT). Income tax expense was $15,000 in the six months ended November 30, 2003, compared with income tax benefit of $18,000 in the six months ended November 30, 2002. The income tax expense in the six months ended November 30, 2003 was primarily due to the tax expense recorded as a result of income earned in the Company's German subsidiary. The income tax benefit in the six months ended November 30, 2002 was primarily due to the tax benefit recorded as a result of losses incurred in the Company's German subsidiary. The Company's U.S. operations and its Japanese subsidiary have experienced significant cumulative losses and thus generated certain net operating losses available to offset future taxes payable in the U.S. and Japan. As a result of the cumulative operating losses in the Company's U.S. operations and its Japanese subsidiary, a valuation allowance was established for the full amount of its U.S. operations and the Japanese subsidiary's net deferred tax assets in the fourth quarter of fiscal 2002. 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 either the Company's U.S. operations or its Japanese subsidiary. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was approximately $1.5 million for the six months ended November 30, 2003, and net cash used in operating activities was approximately $3.6 million for the six months ended November 30, 2002. For the six months ended November 30, 2003, net cash provided by operating activities was due primarily to decreases in inventories of $1.4 million and other current assets related to the receipt of income tax refunds of $1.2 million, partially offset by the net loss of $1.8 million. For the six months ended November 30, 2002, net cash used in operating activities was due primarily to the net loss of $2.9 million and an increase in accounts receivable of $832,000. Net cash used in investing activities was approximately $3.5 million for the six months ended November 30, 2003 and net cash provided by investing activities was approximately $3.3 million for the six months ended November 30, 2002. The cash used in investing activities during the six months ended November 30, 2003 was primarily due to the purchase of short-term and long- term investments. Cash provided by investing activities during the six months ended November 30, 2002 was primarily due to the sale of short-term investments. Financing activities provided cash of approximately $54,000 in the six months ended November 30, 2003. Financing activities used cash of approximately $106,000 in the six months ended November 30, 2002. Net cash provided by financing activities during the six months ended November 30, 2003 was due to the proceeds from issuance of common stock and exercise of stock options. Net cash used in financing activities during the six months ended November 30, 2002 was primarily due to the Company's repurchase of its outstanding common shares in accordance with a share repurchase program announced in 1998, as described below. 15 As of November 30, 2003, the Company had working capital of $19.6 million, compared with $22.0 million as of May 31, 2003. 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. As of November 30, 2003, the Company had repurchased 523,700 shares at an average price of $3.95 per share. 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. There have been no material changes in the composition, magnitude or other key characteristics of the Company's contractual obligations or other commitments as disclosed in the Company's Form 10-K for the year ended May 31, 2003. 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 calendar year 2004. After calendar year 2004, 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. OFF-BALANCE SHEET ARRANGEMENTS The Company has not entered into any off-balance sheet financing arrangements as of November 30, 2003. RECENT ACCOUNTING PRONOUNCEMENTS In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables". EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 are required to be applied to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF Issue No. 00-21 did not have a material impact on the Company's financial position or results of operations. In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51". FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The provisions of FIN 46 must be applied for periods after December 15, 2003. The adoption of FIN 46 did not have a material impact on the Company's financial position or results of operations. 16 In May 2003, the FASB issued Statement of Financial Accounting Standards No.150 ("SFAS 150"), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS 150 requires financial instruments within its scope be classified as a liability (or an asset in some circumstances). Many of those financial instruments were previously classified as equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003. For financial instruments created before and still existing as of the issuance of this statement, a cumulative effect of change in accounting principle shall be reported upon implementation in the first interim period beginning after June 15, 2003. The adoption of SFAS 150 did not have a material impact on the Company's financial position or results of operations. FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS Set forth below and elsewhere in this Quarterly Report on Form 10-Q and in other documents we file with the Securities and Exchange Commission are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements in this Quarterly Report on Form 10-Q. We believe that these risks and uncertainties are the principal material risks facing the Company as of the date of this Form 10-Q. In the future, we may become subject to additional risks that are not currently known to us. If any of these risks actually occur, our business, financial condition and operating results could be seriously harmed. As a result, the trading price of our common stock could decline, and you could lose all or part of the value of your investment. 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, and the number of products sold under volume purchase arrangements, which tend to have lower selling prices. Accordingly, past performance may not be indicative of future performance. 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 million per system. 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, customer cancellations or deferrals, 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 loss from operations of $4.7 million, $4.5 million and $5.2 million in fiscal 2003, 2002 and 2000, respectively. The Company reported operating income in fiscal 2001 and 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 therefore, recorded operating losses in fiscal 1999 and 2000. Beginning in the second half of fiscal 2001, the Company experienced the result of a sharp and severe industry downturn and recorded operating losses in both fiscal 2002 and 2003. There can be no assurance that the Company's net sales and operating results will not continue to be further impacted by this prolonged 17 downturn in the semiconductor equipment market and global economy. Failure to become profitable may depress the market price of the Company's common stock and its ability to raise capital, if necessary. DEPENDENCE ON MARKET ACCEPTANCE OF FOX SYSTEM. One element of the Company's business 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 system is newly designed to simultaneously burn-in and functionally test all of the die on a wafer. The market for the FOX systems is in the very early stages of development. The FOX system was introduced in July 2001. 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 significant market acceptance would have a material adverse effect on the Company's future operating results and long-term prospects. The Company's stock price may also decline. DEPENDENCE ON MARKET ACCEPTANCE OF MTX SYSTEM. A principle element of the Company's business strategy is to capture an increasing share of the memory test equipment market through sales of the MTX massively parallel test system. The MTX system 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. There can be no assurance that the Company's strategy will be successful. 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. CUSTOMER CONCENTRATION. Sales to the Company's five largest customers accounted for approximately 73.0%, 61.7% and 58.8% of its net sales in fiscal 2003, 2002 and 2001, respectively. Sales to the Company's five largest customers accounted for approximately 77.4% of its net sales in the six months ended November 30, 2003. During fiscal 2003, Texas Instruments Incorporated and First International Computer, Inc. accounted for 45.3% and 10.7% of the Company's net sales, respectively. During fiscal 2002, Texas Instruments, Formosa Advanced Technologies Co. Ltd. and ASE Test, Inc. accounted for 22.3%, 17.1% and 11.1% of the Company's net sales, respectively. 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. No other customers represented more than 10% of the Company's net sales for any of such periods. 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 dynamic burn-in systems. The market for burn-in systems is mature and estimated to be approximately $120 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 involve 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. 18 DEPENDENCE ON INTERNATIONAL SALES AND OPERATIONS. Approximately 73.0%, 62.7% and 60.6% of the Company's net sales for fiscal 2003, 2002 and 2001, respectively, were attributable to sales to customers 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 in Asia have on occasion declined dramatically, and will likely do so again in the future. These developments may affect the Company in several ways. The Company believes that many international semiconductor manufacturers limited their capital spending (including the purchase of MTXs) in fiscal years 2001, 2002 and 2003, 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. The Company's inability to complete product development, or to manufacture and ship products in volume and in time to meet 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 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 integrated circuit, or IC. Also, the FOX full wafer contact system is expected to face competition from larger systems manufacturers that have more advanced technological know- how and a broader range of manufacturing resources. The Company's test fixture products face numerous competitors. The Company has granted royalty- bearing licenses to several companies to make PTBs for use with the Company's 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 memory devices 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. 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 19 companies may experience a significant rate of cancellations and reschedulings of purchase orders, as was the case in the industry in 2001, 2002 and 2003. Future cancellations and reschedulings could adversely affect the Company's business, financial condition and results of operation. DEPENDENCE ON SUBCONTRACTORS; SOLE OR LIMITED SOURCES OF SUPPLY. The Company's MTX, MAX, ATX and FOX systems and DiePak carriers contain several components, including environmental chambers, power supplies, wafer and die contactors, signal distribution substrates and certain ICs, which are currently supplied by only one or a limited number of suppliers. 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 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. Further, 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; ABILITY TO ATTRACT AND RETAIN SKILLED 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 will limit its ability to expand its business and would 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. These competitors would then be able to offer services and 20 develop, manufacture and sell products, which compete directly with the Company's services and products. In that case, the Company's revenues and operating results could decline. Further, there can be no assurance that claims allowed on any patent issued to the Company will be sufficiently broad to protect the Company's technology, that any patent will issue from any pending application or that foreign intellectual property laws will protect the Company's intellectual property. The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the U.S., and many companies have encountered significant problems in protecting their proprietary rights in these foreign countries. These problems can be caused by, for example, a lack of rules and processes allowing for meaningfully defending intellectual property rights. If the Company does not adequately protect its intellectual property, competitors may be able to practice the Company's technologies and erode the Company's competitive advantage, and the Company's business and operating results could be harmed. 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 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 had no holdings of derivative financial or commodity instruments at November 30, 2003. 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 21 fluctuations in the Yen-U.S. 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 expenses payable in Yen. 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 U.S. Dollars. Since the Japanese subsidiary's financial statements are based in Yen and the Company's financial statements are based in U.S. 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 U.S. Dollar. A 10% decrease in the value of the Yen as compared with the U.S. Dollar would potentially result in an additional net loss of approximately $191,000. Item 4. CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Changes in internal controls over financial reporting. There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 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 15, 2003 (the "Annual Meeting"). There were issued and outstanding on September 4, 2003, the record date, 7,157,386 shares of Common Stock. There were present at the Annual Meeting in person and by proxy Shareholders of the Company who were holders of 6,889,467 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 BROKER NON-VOTES - ------------------ --------- -------------- ---------------- Rhea J. Posedel 5,289,202 1,600,265 -- Robert R. Anderson 6,488,927 400,540 -- William W.R. Elder 6,488,927 400,540 -- Mukesh Patel 6,488,927 400,540 -- Mario M. Rosati 5,286,481 1,602,986 -- 22 Proposal Two: Amendment to the Company's 1996 Stock Option Plan to increase the number of shares reserved for issuance thereunder by 400,000 shares, to a new total of 1,950,000 shares. VOTES --------- FOR 3,175,873 AGAINST 2,344,236 ABSTAIN 3,100 BROKER NON-VOTES -- Proposal Three: Amendment to the Company's 1997 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 100,000 shares, to a new total of 400,000 shares. VOTES --------- FOR 5,483,601 AGAINST 36,508 ABSTAIN 3,100 BROKER NON-VOTES -- Proposal Four: Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent auditors of the Company for the fiscal year ending May 31, 2004. VOTES --------- FOR 6,886,765 AGAINST 2,000 ABSTAIN 202 BROKER NON-VOTES -- Item 5. OTHER INFORMATION None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The Exhibits listed on the accompanying "Index to Exhibits" are filed as part hereof, or incorporated by reference into, the report. (b) Report on Form 8-K On September 24, 2003, the Company furnished a current report on Form 8-K, attaching a press release announcing financial results for the first quarter ended August 31, 2003 and certain other information. The Form 8-K included the Company's unaudited financial statements for the first quarter ended August 31, 2003. 23 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 13, 2004 /s/ RHEA J. POSEDEL --------------- Rhea J. Posedel Chief Executive Officer and Chairman of the Board of Directors Date: January 13, 2004 /s/ GARY L. LARSON -------------- Gary L. Larson Vice President of Finance and Chief Financial Officer 24 AEHR TEST SYSTEMS INDEX TO EXHIBITS Exhibit No. Description - ---------- ------------ 31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Press Release dated September 24, 2003. (This is incorporated by reference to Exhibit 99.1 to Aehr Test Systems' Form 8-K filed September 24, 2003). 25 EX-31 4 ex311ceo.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATION I, Rhea J. Posedel, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Aehr Test Systems; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 13, 2004 /s/ RHEA J. POSEDEL ----------------------- Rhea J. Posedel Chief Executive Officer EX-31 5 ex312cfo.txt EXHIBIT 31.2 Exhibit 31.2 CERTIFICATION I, Gary L. Larson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Aehr Test Systems; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 13, 2004 /s/ GARY L. LARSON --------------------------- Gary L. Larson Chief Financial Officer EX-32 6 ex321ceocfo.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Rhea J. Posedel, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Aehr Test Systems on Form 10-Q for the period ending November 30, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Aehr Test Systems. By: /s/ RHEA J. POSEDEL ---------------------------------- Rhea J. Posedel Chief Executive Officer I, Gary L. Larson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Aehr Test Systems on Form 10-Q for the period ending November 30, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Aehr Test Systems. By: /s/ GARY L. LARSON ---------------------------------- Gary L. Larson Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----