-----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, Ax/tv/mF4kPsE/nhZNmiDWnjTQU1e/nSG1abRhEr+bdKiKl1uXGvtoR7alPNKZRK LacOj0KgX7xfdOLiSs1mmQ== 0001040470-09-000012.txt : 20090402 0001040470-09-000012.hdr.sgml : 20090402 20090402161828 ACCESSION NUMBER: 0001040470-09-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090402 DATE AS OF CHANGE: 20090402 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: 0127 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22893 FILM NUMBER: 09727884 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 q309-e8k.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): April 2, 2009 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. On April 2, 2009, Aehr Test Systems (the "Company") issued a press release announcing the Company's financial results for its third quarter of fiscal 2009 ended February 28, 2009. 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. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Aehr Test Systems dated April 2, 2009 entitled "Aehr Test Systems Reports Financial Results for Third Quarter Fiscal 2009." 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: April 2, 2009 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 April 2, 2009 entitled "Aehr Test Systems Reports Financial Results for Third Quarter Fiscal 2009." EX-99.1 2 q309-ex99.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO]AEHR TEST SYSTEMS For Immediate Release Contact: Gary Larson Chief Financial Office (510) 623-9400 x321 AEHR TEST SYSTEMS REPORTS FINANCIAL RESULTS FOR THIRD QUARTER FISCAL 2009 Fremont, CA (April 2, 2009) -- Aehr Test Systems (Nasdaq: AEHR), a technology leader in the semiconductor test and burn-in equipment industry, today announced financial results for the third quarter of fiscal 2009 ended February 28, 2009. Financial results for the third quarter reflect the impact of the bankruptcy filing of the Company's largest customer, Spansion. Due to the bankruptcy filing and to the current weak market for the Company's products, Aehr Test Systems recorded the following charges in the third quarter of fiscal 2009: $13.7 million provision for bad debts $5.7 million provision for excess and obsolete inventory $4.9 million increase in the valuation allowance against the Company's deferred tax assets $0.5 million charge related to cancellation costs $0.3 million goodwill impairment charge $0.2 million severance charge In aggregate, these charges recorded in the third quarter of fiscal 2009, total $25.3 million, or $3.00 per share. Net sales were $1.2 million in the third quarter of fiscal 2009, compared with $10.8 million in the third quarter of fiscal 2008. Aehr Test reported a net loss of $27.7 million, or $3.28 per share, in the third quarter of fiscal 2009, compared with net income of $1.9 million, or $0.23 per diluted share, in the third quarter of fiscal 2008. "We strongly believe that we are taking the appropriate actions that will enable Aehr Test to weather both the Spansion bankruptcy filing and the very weak market conditions," said Rhea Posedel, chairman and chief executive officer of Aehr Test Systems. "We have already significantly reduced our headcount and initiated other expense reduction measures. We intend to take additional actions as necessary to maintain sufficient cash to manage through this economic downturn. "While the semiconductor capital equipment market remains very depressed, we are seeing interest in many of our new products, particularly our family of Advanced Burn-in and Test Systems (ABTSTM). Based on our sales pipeline, we believe additional ABTS customers will be added in the next three to six months. -more- Aehr Test Systems Reports Third Quarter Fiscal 2009 Results April 2, 2009 Page 2 of 6 "We expect that the next six to nine months will be very challenging, as it appears that a recovery in the semiconductor equipment market will not occur until later in the year, at the earliest. However, we are optimistic that when capital spending trends improve, our continuing investment in new product development and our strong product portfolio will enable us to add new customers and expand our market share," said Mr. Posedel. Net sales were $20.2 million in the first nine months of fiscal 2009, compared with $28.1 million in the first nine months of fiscal 2008. Net loss for the nine months ended February 28, 2009 was $25.9 million, or $3.08 per share, compared with net income of $4.1 million, or $0.48 per diluted share, in the same period of the prior fiscal year. At February 28, 2009, cash and cash equivalents were $7.4 million. Aehr Test closed the third quarter of fiscal 2009 with no outstanding debt and shareholders' equity of $13.5 million at February 28, 2009. Management Conference Call Management of Aehr Test will host a conference call and webcast today, April 2, 2009 at 5:00 p.m. Eastern (2:00 p.m. Pacific) to discuss the Company's third quarter fiscal 2009 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 ABTS, FOXTM, MTX and MAX systems and the DiePak(R) carrier. The ABTS is Aehr Test's newest system for packaged part test during burn-in for both low-power and high-power logic as well as all common types of memory devices. 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 revenues and customer demand and acceptance of Aehr Test's products. Actual results may vary from projected results. These risks and uncertainties include without limitation, world economic conditions, the timing of the recovery of the semiconductor equipment market, the Company's ability to maintain sufficient cash to support operations, 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 U.S. -more- Aehr Test Systems Reports Third Quarter Fiscal 2009 Results April 2, 2009 Page 3 of 6 Securities and Exchange Commission 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 Third Quarter Fiscal 2009 Results April 2, 2009 Page 4 of 6 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, 2009 2008 2009 2008 ----------- ----------- ----------- ----------- Net sales........................ $ 1,235 $10,792 $20,167 $28,127 Cost of sales.................... 8,049 5,262 17,471 13,532 ----------- ----------- ----------- ----------- Gross (loss) profit.............. (6,814) 5,530 2,696 14,595 ----------- ----------- ----------- ----------- Operating expenses: Selling, general and administrative................. 15,328 2,001 19,243 5,664 Research and development....... 1,596 1,826 4,651 4,919 Impairment of goodwill......... 274 -- 274 -- ----------- ----------- ----------- ----------- Total operating expenses..... 17,198 3,827 24,168 10,583 ----------- ----------- ----------- ----------- (Loss) income from operations (24,012) 1,703 (21,472) 4,012 Interest income.................. 26 55 136 213 Other income (expense), net ..... 7 38 384 (70) ----------- ----------- ----------- ----------- (Loss) income before income tax expense (benefit)....... (23,979) 1,796 (20,952) 4,155 Income tax expense (benefit)..... 3,701 (130) 4,991 84 ----------- ----------- ----------- ----------- Net (loss) income ........... $(27,680) $1,926 $(25,943) $ 4,071 =========== =========== =========== =========== Net (loss) income per share Basic........................ $(3.28) $0.24 $(3.08) $0.51 Diluted...................... $(3.28) $0.23 $(3.08) $0.48 Shares used in per share calculations: Basic........................ 8,450 8,025 8,424 7,919 Diluted...................... 8,450 8,476 8,424 8,398
-more- Aehr Test Systems Reports Third Quarter Fiscal 2009 Results April 2, 2009 Page 5 of 6 AEHR TEST SYSTEMS AND SUBSIDIARIES Reconciliation of GAAP and Non-GAAP Results (in thousands, except per share data) (unaudited)
Three Months Ended Nine Months Ended ------------------------ ----------------------- February 28, February 29, February 28,February 29, 2009 2008 2009 2008 ----------- ----------- ----------- ----------- GAAP net (loss) income ............. $(27,680) $1,926 $(25,943) $4,071 Provision for bad debts1............ 13,708 13,708 Restructuring and asset impairments2 6,670 6,670 Reinstatement of deferred tax asset valuation allowance 4,943 4,943 Stock compensation expense ......... 331 216 947 612 Income tax effect on non-GAAP adjustments3...................... 255 (4) -- (12) ----------- ----------- ----------- ----------- Non-GAAP net (loss) income.......... $ (1,773) $2,138 $ 325 $4,671 =========== =========== =========== =========== GAAP net (loss) income per diluted share............................. $(3.28) $0.23 $(3.08) $ 0.48 =========== =========== =========== =========== Share used in GAAP diluted shares calculation....................... 8,450 8,476 8,424 8,398 =========== =========== =========== =========== Non-GAAP net (loss) income per diluted share..................... $(0.21) $0.25 $ 0.04 $ 0.56 =========== =========== =========== =========== Shares used in non-GAAP diluted shares calculation................ 8,450 8,476 8,550 8,398 =========== =========== =========== ===========
- ------------------------------------------------------------------------------ 1 Related to accounts receivable of Spansion Inc., which filed for backruptcy in February and March 2009. 2 Includes provision for excess/obsolete inventory of $5.7 million, cancellation charges of $0.5 million, impairment of goodwill of $0.3 million and severance costs of $0.2 million. 3 Excludes $4.9 million tax provision related to reinstatement of the deferred tax asset valuation allowance. Non-GAAP net income is a non-GAAP measure and should not be considered a replacement for GAAP results. Non-GAAP net income is a financial measure the Company uses to evaluate the underlying results and operating performance of the business. The limitation of this measure is that it excludes items that impact the Company's current period net income. This limitation is best addressed by usine this measure in combination with net income (the most comparable GAAP measure). -more- Aehr Test Systems Reports Third Quarter Fiscal 2009 Results April 2, 2009 Page 6 of 6 AEHR TEST SYSTEMS AND SUBSIDIARIES Condensed Consolidated Balance Sheets (in thousands, except per share data) (unaudited)
February 28, May 31, 2009 2008 ----------- ----------- ASSETS Current assets: Cash and cash equivalents .......................... $ 7,399 $15,648 Accounts receivable, net............................ 1,075 10,927 Inventories ........................................ 5,927 10,209 Deferred income taxes............................... -- 3,043 Prepaid expenses and other ......................... 884 396 ----------- ----------- Total current assets ........................... 15,285 40,223 Property and equipment, net .......................... 2,792 2,278 Goodwill ............................................. -- 274 Deferred income taxes................................. -- 1,900 Other assets.......................................... 525 524 ----------- ----------- Total assets ................................... $18,602 $45,199 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ................................... $ 1,703 $ 2,981 Accrued expenses ................................... 2,666 3,694 Deferred revenue ................................... 125 186 ----------- ----------- Total current liabilities ...................... 4,494 6,861 Income tax payable.................................... 320 297 Deferred lease commitment ............................ 309 269 ----------- ----------- Total liabilities .............................. 5,123 7,427 ----------- ----------- Shareholders' equity ................................. 13,479 37,772 ----------- ----------- Total liabilities and shareholders' equity ..... $18,602 $45,199 =========== ===========
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