-----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, WekOaxMaSOO21l8bC0OpnAbNvtehql8X+2PHSRfoxvsfCr4X+JLZcLC0irzste0M A35Mmk87dVErvQN/0YcbBg== 0001040470-10-000012.txt : 20100331 0001040470-10-000012.hdr.sgml : 20100331 20100331160510 ACCESSION NUMBER: 0001040470-10-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100331 DATE AS OF CHANGE: 20100331 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: 10719121 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 q310-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): March 31, 2010 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 March 31, 2010, Aehr Test Systems (the "Company") issued a press release announcing the Company's financial results for its third fiscal quarter of 2010 ended February 28, 2010. 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 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Aehr Test Systems dated March 31, 2010 entitled "Aehr Test Systems Reports Financial Results for Third Quarter Fiscal 2010." 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 31, 2010 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 31, 2010 entitled "Aehr Test Systems Reports Financial Results for Third Quarter Fiscal 2010." EX-99.1 2 q310-ex99.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO]AEHR TEST SYSTEMS FOR IMMEDIATE RELEASE Contact: Gary Larson Chief Financial Officer (510)623-9400 x321 AEHR TEST SYSTEMS REPORTS FINANCIAL RESULTS FOR THIRD QUARTER FISCAL 2010 Fremont, CA (March 31, 2010) - Aehr Test Systems (Nasdaq: AEHR), a worldwide supplier of semiconductor test and burn-in equipment, today announced financial results for the third quarter of fiscal 2010 ended February 28, 2010. Net sales were $5.2 million in the third quarter of fiscal 2010, compared with $1.2 million in the third quarter of fiscal 2009. Aehr Test reported net income of $1.5 million, or $0.18 per diluted share, in the third quarter of fiscal 2010. This compares to a net loss of $27.7 million, or $3.28 per diluted share, in the third quarter of fiscal 2009, which includes aggregate charges of $25.3 million, or $3.00 per share, related to the Spansion bankruptcy filing in February and March 2009. Commenting on the third quarter results, Rhea Posedel, chairman and chief executive officer of Aehr Test Systems, said, "While third quarter financial results benefitted from the $4.6 million in proceeds received from the sale of the remainder of the Spansion U.S. bankruptcy claim, our operating performance continues to improve. Excluding the benefit of the cancellation charges of $2.7 million related to the bankruptcy claim, product sales of $2.5 million were up 49% on a sequential quarter basis. To expand our customer base and grow market share, our sales efforts remain focused on potential new production accounts with our new Advanced Burn-in and Test System (ABTSTM) and FOXTM products. This month, we announced that we received orders from two leading Japanese semiconductor manufacturers. We intend to invest in research and development over the next several quarters to accelerate new product development initiatives, which we expect will help the Company win additional new accounts as semiconductor equipment spending returns to more normal levels." Net sales were $8.1 million in the first nine months of fiscal 2010 compared with $20.2 million in the first nine months of fiscal 2009. Net income for the nine months ended February 28, 2010 was $338,000, or $0.04 per diluted share, compared with a net loss of $25.9 million, or $3.08 per diluted share, in the same period of the prior fiscal year. At February 28, 2010, cash and cash equivalents were $8.7 million and include the proceeds of approximately $4.6 million received in January 2010 from the sale of the remainder of the bankruptcy claim against Spansion. Aehr Test completed the third quarter of fiscal 2010 with no outstanding debt and shareholders' equity of $11.8 million, or $1.37 per share outstanding at February 28, 2010. -more- Aehr Test Systems Reports Third Quarter Fiscal 2010 Results March 31, 2010 Page 2 of 5 Management Conference Call Management of Aehr Test will host a conference call and webcast today, March 31, 2010 at 5:00 p.m. Eastern (2:00 p.m. Pacific) to discuss the Company's third quarter fiscal 2010 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 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, FOX, MTX and MAX systems and the DiePak(R) carrier. The ABTS system 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, net sales 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. 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 2010 Results March 31, 2010 Page 3 of 5 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 28, ------------------ ----------------- 2010 2009 2010 2009 -------- -------- -------- -------- Net sales: Product sales....................... $2,453 $1,235 $5,367 $20,167 Cancellation charges................ 2,740 -- 2,740 -- -------- -------- -------- -------- Total net sales................... 5,193 1,235 8,107 20,167 Cost of sales......................... 1,178 8,049 3,800 17,471 -------- -------- -------- -------- Gross profit (loss)................... 4,015 (6,814) 4,307 2,696 -------- -------- -------- -------- Operating expenses: Selling, general and administrative. 1,664 15,328 4,600 19,243 Research and development............ 1,451 1,596 3,470 4,651 Impairment of goodwill.............. -- 274 -- 274 Gain on sale of bankruptcy claim.... (584) -- (3,873) -- -------- -------- -------- -------- Total operating expenses.......... 2,531 17,198 4,197 24,168 -------- -------- -------- -------- Income (loss) from operations..... 1,484 (24,012) 110 (21,472) Interest income....................... 1 26 4 136 Other income, net .................... 55 7 67 384 -------- -------- -------- -------- Income (loss) before income tax expense (benefit)................. 1,540 (23,979) 181 (20,952) Income tax expense (benefit).......... 5 3,701 (157) 4,991 -------- -------- -------- -------- Net income (loss)................. $1,535 $(27,680) $ 338 $(25,943) ======== ======== ======== ======== Net income (loss) per share Basic............................. $0.18 $(3.28) $0.04 $(3.08) Diluted........................... $0.18 $(3.28) $0.04 $(3.08) Shares used in per share calculations: Basic............................. 8,601 8,450 8,541 8,424 Diluted........................... 8,759 8,450 8,594 8,424
-more- Aehr Test Systems Reports Third Quarter Fiscal 2010 Results March 31, 2010 Page 4 of 5 AEHR TEST SYSTEMS AND SUBSIDIARIES Reconciliation of GAAP and Non-GAAP Results (in thousands, except per share data) (unaudited) RECONCILIATION OF GAAP TO NON-GAAP NET INCOME
Three Months Ended Nine Months Ended February 28, February 28, ------------------ ----------------- 2010 2009 2010 2009 -------- -------- -------- -------- GAAP net income (loss)....................... $1,535 $(27,680) $ 338 $(25,943) 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 Gain on sale of bankruptcy claim3............ (3,323) -- (6,612) -- Stock compensation expense4 ................. 324 331 1,408 947 Income tax effect on non-GAAP adjustments.... -- 255 -- -- -------- -------- -------- -------- Non-GAAP net (loss) income................... $(1,464) $(1,773) $(4,866) $ 325 ======== ======== ======== ======== GAAP net income (loss) per diluted share..... $0.18 $(3.28) $0.04 $(3.08) ======== ======== ======== ======== Shares used in GAAP diluted shares calculation 8,759 8,450 8,594 8,424 ======== ======== ======== ======== Non-GAAP net (loss) income per diluted share.. $(0.17) $(0.21) $(0.57) $0.04 ======== ======== ======== ======== Shares used in non-GAAP diluted shares calculation............................... 8,601 8,450 8,541 8,550 ======== ======== ======== ========
- ------------------------------------------------------------------------ 1 The Company's largest customer, Spansion Inc. ("Spansion") filed for bankruptcy in February and March 2009. The Company recorded a charge to provision for bad debts in the third quarter of fiscal 2009 related to accounts receivable of Spansion. 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 The Company filed a claim in the Spansion U.S. bankruptcy action. In the first quarter of fiscal 2010, the Company sold a portion of its Spansion U.S bankruptcy claim to a third party for net proceeds of approximately $3.3 million and recorded the amount as a reduction of operating expenses. In the third quarter of fiscal 2010, the Company sold the remaining balance of its Spansion U.S. bankruptcy claim for net proceeds of approximately $4.6 million and recorded $2.7 million as revenue related to cancellation charges, $1.3 million as deferred revenue and $0.6 million as a reduction of operating expenses. 4 In the second quarter of fiscal 2010, officers of the Company elected to forfeit certain stock options granted. The forfeiture of these options resulted in the immediate recognition of the unamortized portion of stock compensation expense of $0.5 million. Non-GAAP net income (loss) is a non-GAAP measure and should not be considered a replacement for GAAP results. Non-GAAP net income (loss) 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 (loss). This limitation is best addressed by using this measure in combination with net income (loss) (the most comparable GAAP measure). -more- Aehr Test Systems Reports Third Quarter Fiscal 2010 Results March 31, 2010 Page 5 of 5 AEHR TEST SYSTEMS AND SUBSIDIARIES Condensed Consolidated Balance Sheets (in thousands, except per share data) (unaudited)
February 28, May 31, 2010 2009 ----------- ----------- ASSETS Current assets: Cash and cash equivalents .......................... $ 8,673 $ 4,360 Accounts receivable, net............................ 1,321 931 Inventories ........................................ 4,035 4,472 Prepaid expenses and other ......................... 752 879 ----------- ----------- Total current assets ........................... 14,781 10,642 Property and equipment, net .......................... 1,654 2,741 Other assets.......................................... 532 528 ----------- ----------- Total assets ................................... $16,967 $13,911 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ................................... $ 528 $ 995 Accrued expenses ................................... 1,615 2,107 Deferred revenue ................................... 2,448 241 ----------- ----------- Total current liabilities ...................... 4,591 3,343 Income tax payable.................................... 302 299 Deferred lease commitment ............................ 287 306 ----------- ----------- Total liabilities .............................. 5,180 3,948 ----------- ----------- Shareholders' equity ................................. 11,787 9,963 ----------- ----------- Total liabilities and shareholders' equity ..... $16,967 $13,911 =========== ===========
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