-----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, ENaMlXnVxu82QBGgqiCG8xCctd+HLpFJXuh6RDfrquY8KoxA0p8Omd0RKRUZrlQb J/hFUOFMNmAUJ3s5WkJx4w== 0001040470-05-000011.txt : 20050324 0001040470-05-000011.hdr.sgml : 20050324 20050324160814 ACCESSION NUMBER: 0001040470-05-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050324 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050324 DATE AS OF CHANGE: 20050324 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: 05702127 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 q305-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): March 24, 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 March 24, 2005, Aehr Test Systems (the "Company") issued a press release announcing the Company's financial results for the fiscal quarter ended February 28, 2005. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K, including the exhibit 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 March 24, 2005 entitled "Aehr Test Systems Reports Third Quarter Results for Fiscal 2005." 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: March 24, 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 March 24, 2005 entitled "Aehr Test Systems Reports Third Quarter Results for Fiscal 2005." EX-99 2 q305-ex99.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 THIRD QUARTER RESULTS FOR FISCAL 2005 FREMONT, CA (MARCH 24, 2005) - Aehr Test Systems (Nasdaq: AEHR), a leading supplier of semiconductor test and burn-in equipment, today announced financial results for the third quarter of fiscal 2005 ended February 28, 2005. Net sales decreased slightly to $2.1 million in the third quarter of fiscal 2005, compared with $2.2 million in the third quarter of fiscal 2004. The Company's net loss narrowed to $1.2 million, or $0.16 per diluted share, in the third quarter of fiscal 2005, compared with a net loss of $1.7 million, or $0.24 per diluted share, in the same period of the prior year. "Our level of net sales for the quarter was lower than we had anticipated. Three MAX systems, originally planned to ship in the third quarter of fiscal 2005, are now expected to ship in the current quarter," stated Rhea Posedel, chairman and chief executive officer of Aehr Test Systems. "Despite our reduced net sales level, we made significant operational progress during the quarter. Importantly, we successfully completed another key milestone on our FOX(TM) full wafer contact tester development project, validating our ability to reliably test product wafers. And, after the completion of one remaining milestone, we believe we will start shipping FOX testers later this calendar year. "During the quarter, we also received several system orders from new customers, including one for an MTX-Fp+ massively parallel memory test and burn-in system and another for a next generation MAX test during burn-in system for advanced logic devices," continued Mr. Posedel. "The next generation MAX system is part of a configurable product line that provides our customers with highly cost-effective testing and burn-in solutions for logic devices, especially those incorporating the latest built-in self-test capabilities." In the first nine months of fiscal 2005, net sales increased 29 percent to $12.8 million, compared with $9.9 million in the first nine months of fiscal 2004. The Company's net loss in the first nine months of fiscal 2005 narrowed to $3.1 million, or $0.42 per diluted share, compared with a net loss of $3.5 million, or $0.48 per diluted share, in the same period of the prior fiscal year. At February 28, 2005, cash, short-term investments and long-term investments were $9.4 million, compared to $11.8 million at the end of fiscal 2004. Aehr Test ended the third quarter of fiscal 2005 with no outstanding debt and shareholders' equity of $19.1 million, or $2.57 per diluted share. -more- Aehr Test Systems Reports Third Quarter Results for Fiscal 2005 March 24, 2005 Page 2 of 4 "Orders in the third quarter of fiscal 2005 improved from the low point seen in the preceding quarter," said Gary Larson, vice president and chief financial officer of Aehr Test Systems. "Although we are maintaining a somewhat cautious outlook, we expect fourth quarter orders to continue to improve over the level of the previous quarter. As a result, we anticipate solid growth in fourth quarter net sales over the quarter just reported." MANAGEMENT CONFERENCE CALL Management of Aehr Test will host a conference call and webcast today, Thursday, March 24, 2005 at 5:00 p.m. Eastern (2:00 p.m. Pacific) to discuss the Company's fiscal 2005 third 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 differ materially from projected results and should not be considered as an indication of future performance. 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, each of 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 and other reports from time to time filed with the Securities and Exchange Commission (SEC) for a more detailed description of the risks facing our business and factors that could cause actual results to differ materially from projected results. 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 Third Quarter Results for Fiscal 2005 March 24, 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 Nine Months Ended February 28, February 29, February 28, February 29, ------------------------- ------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net sales................................... $ 2,084 $2,166 $12,810 $ 9,928 Cost of sales............................... 1,281 1,356 9,452 6,150 ------------ ------------ ------------ ------------ Gross profit................................ 803 810 3,358 3,778 ------------ ------------ ------------ ------------ Operating expenses: Selling, general and administrative....... 1,265 1,414 3,812 4,197 Research and development.................. 868 1,134 2,885 3,492 ------------ ------------ ------------ ------------ Total operating expenses................ 2,133 2,548 6,697 7,689 ------------ ------------ ------------ ------------ Loss from operations........................ (1,330) (1,738) (3,339) (3,911) Interest income............................. 40 36 96 306 Other income, net........................... 13 13 209 174 ------------ ------------ ------------ ------------ Loss before income taxes.................... (1,277) (1,689) (3,034) (3,431) Income tax expense (benefit)................ (54) 28 112 43 ------------ ------------ ------------ ------------ Net Loss.................................... $(1,223) $(1,717) $(3,146) $(3,474) ============ ============ ============ ============ Net loss per share Basic................................... $ (0.16) $(0.24) $ (0.42) $ (0.48) Diluted................................. $ (0.16) $(0.24) $ (0.42) $ (0.48) Shares used in per share calculations: Basic................................... 7,426 7,270 7,410 7,203 Diluted................................. 7,426 7,270 7,410 7,203
-more- Aehr Test Systems Reports Third Quarter Results for Fiscal 2005 March 24, 2005 Page 4 of 4 AEHR TEST SYSTEMS AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data)
February 28, May 31, 2005 2004 (Unaudited) ----------- ----------- ASSETS Current assets: Cash and cash equivalents .......................... $ 4,668 $ 4,041 Short-term investments ............................. 3,991 6,492 Accounts receivable................................. 2,838 4,205 Inventories ........................................ 7,393 7,989 Prepaid expenses and other ......................... 510 492 ----------- ----------- Total current assets ........................... 19,400 23,219 Property and equipment, net .......................... 1,242 1,289 Long-term investments ................................ 719 1,292 Goodwill ............................................. 274 274 Other assets, net .................................... 786 738 ----------- ----------- Total assets ................................... $22,421 $26,812 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ................................... $ 479 $ 1,838 Accrued expenses ................................... 2,011 2,100 Deferred revenue ................................... 532 337 ----------- ----------- Total current liabilities ...................... 3,022 4,275 Deferred lease commitment ............................ 339 333 ----------- ----------- Total liabilities .............................. 3,361 4,608 ----------- ----------- Shareholders' equity: Common stock, $.01 par value outstanding: 7,426 and 7,389 shares at February 28, 2005 and May 31, 2004, respectively.................... 74 74 Additional paid-in capital ......................... 37,410 37,322 Accumulated other comprehensive income.............. 1,291 1,379 Accumulated deficit ................................ (19,715) (16,571) ----------- ----------- Total shareholders' equity ..................... 19,060 22,204 ----------- ----------- Total liabilities and shareholders' equity ..... $22,421 $26,812 =========== ===========
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