-----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, Q10qGXm3xDYpgEQ3/vzNTdJ5ZyT6AxZqr+2B79J5HrUoBueO5RnMru8vB+VOtoCA DCpKO42z0ULRtLrOfmsRHA== 0001040470-05-000002.txt : 20050106 0001040470-05-000002.hdr.sgml : 20050106 20050106160507 ACCESSION NUMBER: 0001040470-05-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050106 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050106 DATE AS OF CHANGE: 20050106 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: 05515835 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 q205-e8k1.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): January 6, 2005 Aehr Test Systems (Exact name of Registrant as specified in its charter) 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, California 94539 (Address of principal executive offices, including zip code) 510-623-9400 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On January 6, 2005, Aehr Test Systems (the "Company") issued a press release announcing the Company's financial results for the fiscal quarter ended November 30, 2004. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 8.01. OTHER EVENTS. On January 6, 2005, Aehr Test Systems issued a press release announcing the receipt of an order for its MTX model FP+ system. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Form 8-K, including the exhibits attached hereto, are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Aehr Test Systems dated January 6, 2005 entitled "Aehr Test Systems Reports Second Quarter Results for Fiscal 2005." 99.2 Press Release of Aehr Test Systems dated January 6, 2005 entitled "Aehr Test Systems Receives MTX Order From Viking Interworks." 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 hereunto duly authorized. Aehr Test Systems (Registrant) Date: January 6, 2005 By: /S/ GARY L. LARSON ------------------------- Gary L. Larson Vice President of Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------- ------------ 99.1 Press Release of Aehr Test Systems dated January 6, 2005 entitled "Aehr Test Systems Reports Second Quarter Results for Fiscal 2005." 99.2 Press Release of Aehr Test Systems dated January 6, 2005 entitled "Aehr Test Systems Receives MTX Order From Viking Interworks." EX-99 2 q205-ex991.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO]AEHR TEST SYSTEMS FOR IMMEDIATE RELEASE - --------------------- Contacts: At Financial Relations Board Amy Cozamanis Laurie Berman Investor/Analyst Contact General Inquiries (310) 854-8314 (310) 854-8315 AEHR TEST SYSTEMS REPORTS SECOND QUARTER RESULTS FOR FISCAL 2005 Fremont, CA (January 6, 2005) -- Aehr Test Systems (Nasdaq: AEHR), a leading supplier of semiconductor test and burn-in equipment, today announced financial results for the second quarter of fiscal 2005 ended November 30, 2004. Net sales increased 33 percent in the second quarter of fiscal 2005 to $4.8 million, compared with $3.6 million in the second quarter of fiscal 2004. The Company's net loss improved to $599,000, or $0.08 per diluted share, in the second quarter of fiscal 2005, compared with a net loss of $949,000, or $0.13 per diluted share, in the same period of the prior year. "Our financial results were in line with our expectations, and we are pleased with our bottom line improvement," said Rhea Posedel, chairman and chief executive officer of Aehr Test Systems. "As anticipated, gross margins were higher this quarter than the prior quarter, because most of the pass-through products associated with a previous large order of MTX-Fp+ systems were shipped in the first quarter of the fiscal year. Earlier today, we announced a new MTX-Fp+ system order from a leading producer of advanced memory modules. The customer chose our product because of its outstanding reliability and ability to burn-in and functionally test more than 12,000 devices simultaneously. "Additionally, we're seeing continued strong interest in our FOX(TM) wafer level burn-in products. This interest is driven by demand for reliable bare die for multi-die stacked packages for mobile applications," continued Mr. Posedel. "We believe that Aehr Test will benefit from this new market opportunity during calendar 2005, and hope to receive orders from new customers for our innovative FOX family of wafer level test and burn-in products." Net sales increased 38 percent in the first six months of fiscal 2005 to $10.7 million, compared with $7.8 million in the first six months of fiscal 2004. The Company posted a net loss of $1.9 million, or $0.26 per diluted share, in the first six months of fiscal 2005, compared with a net loss of $1.8 million, or $0.25 per diluted share, in the same period of the prior fiscal year. -more- Aehr Test Systems Reports Second Quarter Results for Fiscal 2005 January 6, 2005 Page 2 of 4 At November 30, 2004, cash, short-term investments and long-term investments were $11.2 million, compared to $11.8 million at the end of fiscal 2004 and $10.9 million at the end of the first quarter of fiscal 2005. Aehr Test closed the second quarter of fiscal 2005 with no outstanding debt and shareholders' equity of $20.3 million, or $2.73 per share. "Our fiscal third quarter net sales should show improvement over the third quarter in the prior fiscal year," said Gary Larson, vice president and chief financial officer of Aehr Test Systems. "However, because of the recent slowdown in our industry, we are anticipating a significant decline in net sales compared with the second quarter of fiscal 2005." MANAGEMENT CONFERENCE CALL Management of Aehr Test will host a conference call and webcast today, Thursday, January 6, 2005 at 5:00 p.m. Eastern (2:00 p.m. Pacific) to discuss the Company's fiscal 2005 second quarter results. The conference call will be accessible live via the Internet at www.aehr.com. Please go to the website at least fifteen minutes early to register, download and install any necessary audio software. A replay of the webcast will be available for 90 days. ABOUT AEHR TEST SYSTEMS Headquartered in Fremont, California, Aehr Test Systems is a leading worldwide provider of systems for burning-in and testing DRAM and logic integrated circuits and has an installed base of more than 2,000 systems worldwide. Aehr Test has developed and introduced several innovative products, including the FOX, MTX, MAX3 and MAX4 systems, and the DiePak(R) carrier. The FOX system is a full wafer contact test and burn-in system. The MTX system is a massively parallel test system designed to reduce the cost of memory testing by performing both test and burn-in on thousands of devices simultaneously. The MAX system can effectively burn-in and functionally test complex devices, such as digital signal processors, microprocessors, microcontrollers and systems-on- a-chip. The DiePak carrier is a reusable, temporary package that enables IC manufacturers to perform cost-effective final test and burn-in of bare die. For more information, please visit the Company's website at www.aehr.com. SAFE HARBOR STATEMENT This release contains forward-looking statements that involve risks and uncertainties relating to projections regarding industry growth and customer demand for Aehr Test's products as well as projections regarding Aehr Test's future financial performance. Actual results may vary from projected results. These risks and uncertainties include, without limitation, economic conditions in Asia and elsewhere, world events, acceptance by customers of the FOX, MTX, MAX and DiePak technologies, acceptance by customers of products shipped upon receipt of a purchase order and the ability of new products to meet customer needs or perform as described, the Company's development and manufacture of a commercially successful wafer-level test and burn-in system, and the potential emergence of alternative technologies, which could adversely affect demand for Aehr Test's products in calendar year 2005. See Aehr Test's most recent 10-K and 10-Q reports filed with the Securities and Exchange Commission (SEC) for a more detailed description of the risks facing our business. The Company disclaims any obligation to update information contained in any forward-looking statement to reflect events or circumstances occurring after the date of this press release. [Financial Tables to Follow] -more- Aehr Test Systems Reports Second Quarter Results for Fiscal 2005 January 6, 2005 Page 3 of 4 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, ---------- ---------- ---------- ---------- 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Net sales...................................... $4,790 $3,593 $10,726 $ 7,762 Cost of sales.................................. 3,302 2,251 8,171 4,794 ---------- ---------- ---------- ---------- Gross profit................................... 1,488 1,342 2,555 2,968 ---------- ---------- ---------- ---------- Operating expenses: Selling, general and administrative.......... 1,115 1,269 2,547 2,783 Research and development..................... 992 1,139 2,017 2,358 ---------- ---------- ---------- ---------- Total operating expenses................... 2,107 2,408 4,564 5,141 ---------- ---------- ---------- ---------- Loss from operations........................... (619) (1,066) (2,009) (2,173) Interest income................................ 32 34 56 270 Other income, net.............................. 172 98 196 161 ---------- ---------- ---------- ---------- Loss before income taxes....................... (415) (934) (1,757) (1,742) Income tax expense............................. 184 15 166 15 ---------- ---------- ---------- ---------- Net Loss....................................... $ (599) $ (949) $(1,923) $(1,757) ========== ========== ========== ========== Net loss per share Basic...................................... $(0.08) $(0.13) $ (0.26) $ (0.25) Diluted.................................... $(0.08) $(0.13) $ (0.26) $ (0.25) Shares used in per share calculation: Basic...................................... 7,412 7,181 7,402 7,169 Diluted.................................... 7,412 7,181 7,402 7,169
-more- Aehr Test Systems Reports Second Quarter Results for Fiscal 2005 January 6, 2005 Page 4 of 4 AEHR TEST SYSTEMS AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data)
November 30 May 31, 2004 2004 (Unaudited) ----------- ----------- ASSETS Current assets: Cash and cash equivalents .......................... $ 6,638 $ 4,641 Short-term investments ............................. 4,217 5,892 Accounts receivable................................. 2,872 4,205 Inventories ........................................ 7,041 7,989 Prepaid expenses and other ......................... 446 492 ----------- ----------- Total current assets ........................... 21,214 23,219 Property and equipment, net .......................... 1,288 1,289 Long-term investments ................................ 311 1,292 Goodwill ............................................. 274 274 Other assets, net .................................... 735 738 ----------- ----------- Total assets ................................... $23,822 $26,812 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ................................... $ 737 $ 1,838 Accrued expenses ................................... 1,960 2,100 Deferred revenue ................................... 484 337 ----------- ----------- Total current liabilities ...................... 3,181 4,275 Deferred revenue ..................................... 26 26 Deferred lease commitment ............................ 315 307 ----------- ----------- Total liabilities .............................. 3,522 4,608 ----------- ----------- Shareholders' equity: Common stock, $.01 par value outstanding: 7,425 and 7,389 shares at November 30, 2004 and May 31, 2004, respectively.................... 74 74 Additional paid-in capital ......................... 37,407 37,322 Accumulated other comprehensive income.............. 1,313 1,379 Accumulated deficit ................................ (18,494) (16,571) ----------- ----------- Total shareholders' equity ..................... 20,300 22,204 ----------- ----------- Total liabilities and shareholders' equity ..... $23,822 $26,812 =========== ===========
# # # EX-99 3 q205-ex992.txt EXHIBIT 99.2 Exhibit 99.2 [LOGO]AEHR TEST SYSTEMS FOR IMMEDIATE RELEASE - --------------------- Contacts: Aehr Test Systems Financial Relations Board Bill Barraclough Amy Cozamanis Laurie Berman Director of Marketing Investor/Analyst Contact General Inquiries (510) 623-9400 x282 (310) 854-8314 (310) 854-8315 AEHR TEST SYSTEMS RECEIVES MTX ORDER FROM VIKING INTERWORKS Fremont, CA (January 6, 2005) -- Aehr Test Systems (Nasdaq: AEHR), a leading supplier of semiconductor test and burn-in equipment, today announced it has received an order for its new MTX model Fp+ test during burn-in system from Viking InterWorks, the Memory Module Division of Sanmina-SCI. The system was shipped in December of 2004. "Outstanding reliability is a critical supplier criterion of our customers, and the MTX-Fp+ helps us achieve that requirement," said Paul Sweere, Vice President of Engineering for Viking InterWorks. "Aehr Test Systems has been a valuable partner augmenting our engineering team to help us develop effective stress and test programs to screen our 256Mb and 512Mb DDR DRAMs, designing effective burn-in test boards, initially testing our devices in their facility, and working collaboratively to optimize monitored burn-in effectiveness and product reliability." "The order is for a turnkey production solution for burn-in and testing of advanced memories," said Bill Barraclough, director of marketing of Aehr Test Systems. "We believe that the MTX-Fp+ system is ideal for manufacturers who produce DRAM or flash memories, or both. This dual functionality is a cost-effective solution, as it allows manufacturers to use the same capital equipment for test and burn-in as the product mix changes. The MTX-Fp+ system is an enhanced version of Aehr Test's MTX Massively Parallel Test System. The system adds the capability to burn-in and perform parallel test of flash memories, in addition to its traditional parallel test and burn-in of DRAMs. For both applications, the MTX-Fp+ system burns-in and functionally tests more than 12,000 devices simultaneously." ABOUT SANMINA-SCI / VIKING INTERWORKS Sanmina-SCI Corporation is a leading electronics contract manufacturer serving the fastest-growing segments of the global electronics manufacturing services (EMS) market. Recognized as a technology leader, Sanmina-SCI provides end-to-end manufacturing solutions, delivering unsurpassed quality and support to OEMs primarily in the communications, defense and aerospace, industrial and medical instrumentation, computer technology, and multimedia sectors. Sanmina-SCI has facilities strategically located in key regions throughout the world. Viking InterWorks, the Memory Module Division of Sanmina-SCI, designs and manufactures memory and communications module solutions using DRAM, Flash and Digital Signal -more- Aehr Test Systems Receives MTX Order from Viking InterWorks January 6, 2005 Page 2 Processing (DSP) technology for use in medical systems, defense/aerospace, industrial and semiconductor systems, multimedia, computing (enterprise, personal and business) and communications (wireless and wireline) markets. Strategic advantages of the Viking InterWorks modular solutions include: o Extensive experience in modular solution design and manufacturing o Rapid time-to-market with cost effective solutions o State-of-the-art and industry standard memory technologies o Leaders in providing comprehensive, innovative technologies, using DSP, Flash, DRAM and Application Optimized modules More information regarding the company is available at www.sanmina-sci.com. ABOUT AEHR TEST SYSTEMS Headquartered in Fremont, California, Aehr Test Systems is a leading worldwide provider of systems for burning-in and testing DRAM and logic integrated circuits and has an installed base of more than 2,500 systems worldwide. Aehr Test has developed and introduced several innovative products, including the FOX(TM), MTX, MAX3 and MAX4 systems, and the DiePak(R) carrier. The FOX system is a full wafer contact test and burn-in system. The MTX system is a massively parallel test system designed to reduce the cost of memory testing by performing both test and burn-in on thousands of devices simultaneously. The MAX system can effectively burn-in and functionally test complex devices, such as digital signal processors, microprocessors, microcontrollers and systems-on-a-chip. The DiePak carrier is a reusable, temporary package that enables IC manufacturers to perform cost-effective final test and burn-in of bare die. For more information, please visit the Company's website at www.aehr.com. SAFE HARBOR STATEMENT This release contains forward-looking statements that involve risks and uncertainties relating to projections regarding customer demand and acceptance of Aehr Test's products. Actual results may vary from projected results. These risks and uncertainties include, without limitation, acceptance by customers of the MTX technology, acceptance by customers of the MTX-Fp+ systems shipped upon receipt of a purchase order and the ability of new products to meet customer needs or perform as described. See Aehr Test's recent 10-K and 10-Q reports filed with the SEC for a more detailed description of the risks facing our business. The Company disclaims any obligation to update information contained in any forward-looking statement to reflect events or circumstances occurring after the date of this press release. # # # -----END PRIVACY-ENHANCED MESSAGE-----