-----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, WFJIf+1dFN7ezTzgCB6Tx3nmE9SqJkcn/lN1KyVuz5+HGDc0+ZRVgs7jGiJbhWwI tSDMXsBRNP0Il17OFKIoeQ== 0001040470-06-000032.txt : 20060721 0001040470-06-000032.hdr.sgml : 20060721 20060720192350 ACCESSION NUMBER: 0001040470-06-000032 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060720 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060721 DATE AS OF CHANGE: 20060720 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22893 FILM NUMBER: 06972726 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/A 1 q406-e8ka1.txt FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO 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): July 19, 2006 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): [ ] 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. This Form 8-K/A amends the Current Report on Form 8-K filed by Aehr Test Systems with the Securities and Exchange Commission on July 19, 2006 to provide information required by Item 9.01 of Form 8-K. On July 19, 2006, Aehr Test Systems (the "Company") issued a press release announcing the Company's financial results for its fourth fiscal quarter and fiscal year 2006 ended May 31, 2006. The Company hereby amends the Income Statement on page three of the press release to correct the number of net sales for the year ended May 31, 2005. A copy of the amended 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. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Amended Press Release of Aehr Test Systems dated July 19, 2006 entitled "Aehr Test Systems Reports Fourth Quarter and Fiscal 2006 Results." 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: July 20, 2006 By: /S/ GARY L. LARSON ------------------------- Gary L. Larson Vice President of Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------- ------------------------------------------------------------------ 99.1 Amended Press Release of Aehr Test Systems dated July 19, 2006 entitled "Aehr Test Systems Reports Fourth Quarter and Fiscal 2006 Results." EX-99 2 q406-ex99.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO]AEHR TEST SYSTEMS FOR IMMEDIATE RELEASE - --------------------- Contact: Erin Cox Financial Relations Board for Aehr Test Systems Investor/Analyst Contact (310) 854-8319 AEHR TEST SYSTEMS REPORTS FOURTH QUARTER AND FISCAL 2006 RESULTS FREMONT, CA (July 19, 2006) - Aehr Test Systems (Nasdaq: AEHR), a leading supplier of semiconductor test and burn-in equipment, today announced financial results for the fourth quarter of fiscal 2006 ended May 31, 2006. Net sales were $7.0 million in the fourth quarter of fiscal 2006, an increase of 115% from $3.3 million in the fourth quarter of fiscal 2005. The Company reported net income of $528,000, or $0.07 per diluted share, in the fourth quarter of fiscal 2006, compared with a net loss of $1.7 million, or $0.23 per diluted share, in the fourth quarter of fiscal 2005. "Our strong momentum continued in the fourth quarter as we achieved another significant year-over-year increase in revenue and our third consecutive quarter of profitability," said Rhea Posedel, chairman and chief executive officer of Aehr Test Systems. "We saw increasing demand in fiscal 2006 for both our MTX-Fp+ parallel test systems, driven by the growing flash memory market, and our MAX burn-in systems. The Company's order backlog, net of cancellations, at the end of fiscal 2006 was $12.5 million, up from $4.9 million at year-end fiscal 2005. "Importantly, we completed the final development milestone of our new FOX-1 full wafer parallel tester, and the leading IC manufacturer with whom we've been working on this project accepted the milestone in June. Based on the benchmarked performance of the FOX-1 tester, we believe it can significantly improve throughput and reduce test costs. We expect to ship our first FOX-1 tester in the second quarter of fiscal 2007, and we believe it will be a key driver of our growth in the next few years," said Posedel. Net sales were $23.8 million for the full fiscal year 2006, compared with $16.1 million for fiscal year 2005. Net income for the year ended May 31, 2006 was $810,000, or $0.11 per diluted share, compared with a net loss of $4.9 million, or $0.66 per diluted share, in the prior fiscal year. -more- Aehr Test Systems Reports Fourth Quarter and Fiscal 2006 Results July 19, 2006 Page 2 of 4 At May 31, 2006, cash and cash equivalents, short-term investments and long- term investments were $11.0 million. Aehr Test ended fiscal 2006 with no outstanding debt and shareholders' equity of $18.8 million, or $2.47 per share outstanding, at May 31, 2006. "We expect first quarter fiscal 2007 net sales to be similar to the level we saw in the fourth quarter of fiscal 2006," said Gary Larson, vice president and chief financial officer of Aehr Test Systems. "Due to gross margin improvement, we also expect net income, excluding stock option expense, to be higher than the fourth quarter 2006 level. Beginning in fiscal 2007, we will start recognizing stock option expense, which we expect to range between $150,000 and $200,000 in the first quarter of fiscal 2007." MANAGEMENT CONFERENCE CALL Management of Aehr Test will host a conference call and webcast today, July 19, 2006 at 5:00 p.m. Eastern (2:00 p.m. Pacific) to discuss the Company's fourth quarter and fiscal 2006 operating results. The conference call will be accessible live via the internet at www.aehr.com. Please go to the website at least 15 minutes before start time to register, download and install any necessary audio software. A replay of the webcast will be available at www.aehr.com 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 DRAMs, Flash, and other memory 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, MTX and MAX systems, and the DiePakR 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, economic conditions in Asia and elsewhere, world events, conversion of quote activity to purchase orders and acceptance by customers of Aehr Test's technologies, acceptance by customers of the systems shipped upon receipt of a purchase order and the ability of new products to meet customer needs or perform as described, and the Company's development and manufacture of a commercially successful wafer- level test and burn-in system. See Aehr Test's 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. 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 Fourth Quarter and Fiscal 2006 Results July 19, 2006 Page 3 of 4 AEHR TEST SYSTEMS AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited)
Three Months Ended Year Ended May 31, May 31, ------------------------- ------------------------- 2006 2005 2006 2005 ------------ ------------ ------------ ------------ Net sales................................... $ 7,019 $3,270 $23,801 $16,080 Cost of sales............................... 3,814 2,366 13,165 11,817 ------------ ------------ ------------ ------------ Gross profit................................ 3,205 904 10,636 4,263 ------------ ------------ ------------ ------------ Operating expenses: Selling, general and administrative....... 1,520 1,403 5,842 5,215 Research and development.................. 1,284 1,138 4,339 4,023 ------------ ------------ ------------ ------------ Total operating expenses................ 2,804 2,541 10,181 9,238 ------------ ------------ ------------ ------------ Income (loss) from operations........... 401 (1,637) 455 (4,975) Interest income............................. 98 58 255 155 Other income (expense), net................. (37) (123) 79 86 ------------ ------------ ------------ ------------ Income (loss) before income taxes....... 462 (1,702) 789 (4,734) Income tax expense (benefit)................ (66) 24 (21) 136 ------------ ------------ ------------ ------------ Net income (loss)....................... $ 528 $ (1,726) $ 810 $(4,870) ============ ============ ============ ============ Net income (loss) per share Basic................................... $ 0.07 $ (0.23) $ 0.11 $ (0.66) Diluted................................. $ 0.07 $ (0.23) $ 0.11 $ (0.66) Shares used in per share calculations: Basic................................... 7,574 7,450 7,515 7,420 Diluted................................. 7,859 7,450 7,605 7,420
-more- Aehr Test Systems Reports Fourth Quarter and Fiscal 2006 Results July 19, 2006 Page 4 of 4 AEHR TEST SYSTEMS AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) (Unaudited)
May 31, May 31, 2006 2005 ----------- ----------- ASSETS Current assets: Cash and cash equivalents .......................... $ 9,405 $ 4,952 Short-term investments ............................. 1,600 3,813 Accounts receivable................................. 4,531 2,537 Inventories ........................................ 7,242 7,140 Prepaid expenses and other ......................... 357 585 ----------- ----------- Total current assets ........................... 23,135 19,027 Property and equipment, net .......................... 959 1,232 Long-term investments ................................ -- 409 Goodwill ............................................. 274 274 Other assets, net .................................... 525 527 ----------- ----------- Total assets ................................... $24,893 $21,469 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ................................... $ 1,130 $ 1,050 Accrued expenses ................................... 2,347 1,943 Deferred revenue ................................... 2,335 692 ----------- ----------- Total current liabilities ...................... 5,812 3,685 Deferred lease commitment ............................ 264 332 ----------- ----------- Total liabilities .............................. 6,076 4,017 ----------- ----------- Shareholders' equity: Common stock, $0.01 par value outstanding: 7,630 and 7,482 shares at May 31, 2006 and May 31, 2005, respectively.................... 76 75 Additional paid-in capital ......................... 38,081 37,568 Accumulated other comprehensive income.............. 1,291 1,250 Accumulated deficit ................................ (20,631) (21,441) ----------- ----------- Total shareholders' equity ..................... 18,817 17,452 ----------- ----------- Total liabilities and shareholders' equity ..... $24,893 $21,469 =========== ===========
# # # -----END PRIVACY-ENHANCED MESSAGE-----