0001040470-13-000024.txt : 20130328 0001040470-13-000024.hdr.sgml : 20130328 20130328160518 ACCESSION NUMBER: 0001040470-13-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130328 DATE AS OF CHANGE: 20130328 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: 13724041 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 q313-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 28, 2013 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 28, 2013, Aehr Test Systems, or the Company, issued a press release announcing the Company's financial results for its third quarter of fiscal year 2013 ended February 28, 2013. 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, or 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 28, 2013 entitled "Aehr Test Systems Reports Financial Results for Third Quarter Fiscal 2013." 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 28, 2013 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 28, 2013 entitled "Aehr Test Systems Reports Financial Results for Third Quarter Fiscal 2013." EX-99.1 2 q313-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 2013 Fremont, CA (March 28, 2013) - 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 2013 ended February 28, 2013. Total net sales were $3.3 million in the third quarter of fiscal 2013, compared with $5.1 million in the second quarter of fiscal 2013 and with $2.9 million in the third quarter of the prior fiscal year. Aehr Test reported a net loss of $1.5 million, or $0.16 per diluted share, in the third quarter of fiscal 2013. This compares to a net loss of $0.8 million, or $0.09 per diluted share, in the second quarter of fiscal 2013 and to a net loss of $1.4 million, or $0.15 per diluted share, in the third quarter of the prior fiscal year. Commenting on the results of the third quarter of fiscal 2013, Gayn Erickson, President and CEO of Aehr Test Systems, said, "While we are not satisfied with our sequentially lower revenues for the quarter, we were pleased to have improved our net sales year-over-year for the fourth consecutive quarter. This improvement points to the continued success we are having in addressing new market segments and customers with our ABTSTM and FOXTM product lines. We were not able to escape the industry wide softness we observed during the quarter which had been discussed during our last quarterly conference call. We took very aggressive action on our expenses, inventory, and cash management, resulting in an increase in our cash level during the quarter. "We are very excited about the attention and interest that our next generation FOX products are gathering in the marketplace and believe they will be an important contributor to our growth," added Erickson. "These products are aimed at Wafer Level Test and/or Burn-in of a number of growth opportunities such as flash memories, smart card controllers, and automotive semiconductors. Earlier this month, we completed an approximately $1.16 million private placement transaction with certain Directors and Officers of the Company and other accredited investors. The additional funds will allow us more flexibility in managing our working capital and spending on these development programs. The stock sale closed this month and as such the Aehr Test Systems Reports Third Quarter Fiscal 2013 Results March 28, 2013 Page 2 of 6 cash proceeds, received in March 2013, are in addition to our fiscal third quarter ending cash balance." Erickson concluded, "During the quarter we saw overall caution from several customers that delayed their equipment purchases, and this in turn impacted our third quarter. However, we are recently seeing an increase in capacity requirements and an overall increase in customer activity. This is consistent with comments we have seen from other public companies in the semiconductor test industry, which overall have been positive relative to revenue forecasts for the balance of the year. We remain optimistic about Aehr's future and believe we are well positioned to take advantage of improving industry trends as they occur and in our ability to address and take the leadership role in the developing Wafer Level Test & Burn-in market." Management Conference Call Management of Aehr Test will host a conference call and webcast today, March 28, 2013 at 5:00 p.m. Eastern (2:00 p.m. Pacific) to discuss the Company's third quarter fiscal 2013 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 test systems for burning-in and testing logic and memory integrated circuits and has an installed base of more than 2,500 systems worldwide. Increased quality and reliability needs of the Automotive and Mobility integrated circuit markets are driving additional test requirements, capacity needs and opportunities for Aehr Test products in package and wafer level test. Aehr Test has developed and introduced several innovative products, including the ABTS and FOX families of test and burn-in systems and the DiePak(R) carrier. The ABTS system is used in production and qualification testing of packaged parts 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 used for burn-in and functional test of complex devices, such as leading-edge memories, 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 state 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 Aehr Test Systems Reports Third Quarter Fiscal 2013 Results March 28, 2013 Page 3 of 6 purchase order, the ability of new products to meet customer needs or perform as described and the Company's ability to successfully market a wafer-level test and burn-in system. See Aehr Test's recent 10-K, 10-Q 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] Aehr Test Systems Reports Third Quarter Fiscal 2013 Results March 28, 2013 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 ----------------------------- ------------------ Feb 28, Nov 30, Feb 29, Feb 28, Feb 29, 2013 2012 2012 2013 2012 -------- -------- -------- -------- -------- Net sales $ 3,340 $ 5,054 $ 2,855 $ 13,226 $ 10,845 Cost of sales 2,575 2,791 1,747 7,742 6,807 -------- -------- -------- -------- -------- Gross profit 765 2,263 1,108 5,484 4,038 -------- -------- -------- -------- -------- Operating expenses: Selling, general and administrative 1,511 2,068 1,525 5,368 4,654 Research and development 685 962 933 2,577 3,054 -------- -------- -------- -------- -------- Total operating expenses 2,196 3,030 2,458 7,945 7,708 -------- -------- -------- -------- -------- Loss from operations (1,431) (767) (1,350) (2,461) (3,670) Interest expense (18) (13) -- (43) -- Gain on sale of long-term investment -- -- -- -- 990 Other (expense) income, net (9) (15) 7 (43) 53 -------- -------- -------- -------- -------- Loss before income tax expense (benefit) (1,458) (795) (1,343) (2,547) (2,627) Income tax expense (benefit) -- 16 18 18 (17) -------- -------- -------- -------- -------- Net loss $(1,458) $ (811) $(1,361) $ (2,565) $ (2,610) Less: Net income attributable to the noncontrolling interest -- -- -- -- 1 -------- -------- -------- -------- -------- Net loss attributable to Aehr Test Systems common shareholders $(1,458) $ (811) $(1,361) $ (2,565) $ (2,611) ======== ======== ======== ======== ======== Net loss per share Basic $ (0.16) $ (0.09) $ (0.15) $ (0.28) $ (0.29) Diluted $ (0.16) $ (0.09) $ (0.15) $ (0.28) $ (0.29) Shares used in per share calculations: Basic 9,363 9,300 9,055 9,276 8,989 Diluted 9,363 9,300 9,055 9,276 8,989
-more- Aehr Test Systems Reports Third Quarter Fiscal 2013 Results March 28, 2013 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 -------------------------- ----------------- Feb 28, Nov 30, Feb 29, Feb 28, Feb 29, 2013 2012 2012 2013 2012 -------- -------- --------- -------- -------- GAAP net loss $(1,458) $ (811) $(1,361) $(2,565) $(2,611) Gain on sale of long-term investment1 -- -- -- -- (990) Stock based compensation expense 201 99 182 427 519 -------- -------- -------- -------- -------- Non-GAAP net loss $(1,257) $ (712) $(1,179) $(2,138) $(3,082) ======== ======== ======== ======== ======== GAAP net loss per diluted share $ (0.16) $ (0.09) $ (0.15) $ (0.28) $ (0.29) ======== ======== ======== ======== ======== Non-GAAP net loss per diluted share $ (0.13) $ (0.08) $ (0.13) $ (0.23) $ (0.34) ======== ======== ======== ======== ======== Shares used in diluted shares calculation 9,363 9,300 9,055 9,276 8,989 ======== ======== ======== ======== ========
______________________________________________________________________ 1 During the first quarter of fiscal 2012, the Company sold its long-term investment in ESA Electronics PTE Ltd., resulting in a gain of $990,000. 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 using this measure in combination with net income (the most comparable GAAP measure). -more- Aehr Test Systems Reports Third Quarter Fiscal 2013 Results March 28, 2013 Page 6 of 6 AEHR TEST SYSTEMS AND SUBSIDIARIES Condensed Consolidated Balance Sheets (in thousands, except per share data) (unaudited)
Feb 28, Nov 30, May 31, 2013 2012 2012 -------- -------- -------- ASSETS Current assets: Cash and cash equivalents $ 1,381 $ 1,192 $ 2,073 Accounts receivable, net 1,570 2,899 2,588 Inventories 5,722 6,444 6,070 Prepaid expenses and other 205 390 197 -------- -------- -------- Total current assets 8,878 10,925 10,928 Property and equipment, net 378 358 510 Other assets 159 169 175 -------- -------- -------- Total assets $ 9,415 $11,452 $11,613 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Line of credit $ 1,215 $ 1,685 $ 1,408 Accounts payable 1,517 1,461 1,507 Accrued expenses 1,554 1,611 1,385 Deferred revenue, short-term 238 594 555 -------- -------- -------- Total current liabilities 4,524 5,351 4,855 Income tax payable 115 114 125 Deferred lease commitment, net of current portion 122 142 179 Deferred revenue, long-term 122 -- -- -------- -------- -------- Total liabilities 4,883 5,607 5,159 Aehr Test Systems Shareholders' equity 4,553 5,867 6,476 Noncontrolling interest (21) (22) (22) -------- -------- -------- Total shareholders' equity 4,532 5,845 6,454 -------- -------- -------- Total liabilities and shareholders' equity $ 9,415 $11,452 $11,613 ======== ======== ========
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