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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2002.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________.
Commission file number: 000-22893.
AEHR TEST SYSTEMS
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2424084
- -------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 KATO TERRACE
FREMONT, CA 94539
- -------------------------------------- ------------------------------------
(Address of principal (Zip Code)
executive offices)
(510) 623-9400
- ------------------------------------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE
LAST REPORT.
N/A
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period as the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(Item 1) YES X NO
--- ---
(Item 2) YES X NO
--- ---
Number of shares of Common Stock, $0.01 par value, outstanding
at November 30, 2002 was 7,134,316.
1
FORM 10-Q
FOR THE QUARTER ENDED NOVEMBER 30, 2002
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of
November 30, 2002 and May 31, 2002 . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations for the three
months and six months ended November 30, 2002 and 2001 . 4
Condensed Consolidated Statements of Cash Flows for the
six months ended November 30, 2002 and 2001. . . . . . . 5
Notes to Condensed Consolidated Financial Statements. . . . . 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . 9
ITEM 3. Quantitative and Qualitative Disclosures about Market Risks. . 19
ITEM 4. Controls and Procedures. . . . . . . . . . . . . . . . . . . . 20
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 21
ITEM 2. Changes in Securities and Use of Proceeds . . . . . . . . . . 21
ITEM 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . 21
ITEM 4. Submission of Matters to a Vote of Security Holders . . . . . 21
ITEM 5. Other Information . . . . . . . . . . . . . . . . . . . . . . 21
ITEM 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 21
SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2
PART I. FINANCIAL STATEMENTS
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
November 30, May 31,
2002 2002
(unaudited)
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . $ 7,153 $ 7,485
Short-term investments. . . . . . . . . . . . . 4,217 8,003
Accounts receivable . . . . . . . . . . . . . . 3,864 3,132
Inventories . . . . . . . . . . . . . . . . . . 8,856 8,633
Prepaid expenses and other. . . . . . . . . . . 2,353 2,373
----------- -----------
Total current assets . . . . . . . . . . . . 26,443 29,626
Property and equipment, net . . . . . . . . . . . 2,106 2,356
Long-term investments . . . . . . . . . . . . . . 308 --
Other assets, net . . . . . . . . . . . . . . . . 1,558 1,836
----------- -----------
Total assets . . . . . . . . . . . . . . . . $30,415 $33,818
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . $ 656 $ 874
Accrued expenses. . . . . . . . . . . . . . . . 2,147 2,260
Deferred revenue. . . . . . . . . . . . . . . . 409 540
----------- -----------
Total current liabilities . . . . . . . . . . 3,212 3,674
Deferred revenue. . . . . . . . . . . . . . . . . 35 35
Deferred lease commitment . . . . . . . . . . . . 256 224
----------- -----------
Total liabilities . . . . . . . . . . . . . . 3,503 3,933
----------- -----------
Shareholders' equity:
Common stock, $.01 par value:
Issued and outstanding: 7,134 shares and
7,184 shares at November 30, 2002 and
May 31, 2002, respectively. . . . . . . . . . 71 72
Additional paid-in capital. . . . . . . . . . . 36,283 36,387
Net unrealized gain on investments. . . . . . . 9 2
Cumulative translation adjustment . . . . . . . 1,496 1,492
Accumulated deficit . . . . . . . . . . . . . . (10,947) (8,068)
----------- -----------
Total shareholders' equity . . . . . . . . . 26,912 29,885
----------- -----------
Total liabilities and shareholders' equity. . $30,415 $33,818
=========== ===========
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
AEHR TEST SYSTEMS AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
November 30 November 30
--------------------- --------------------
2002 2001 2002 2001
--------- --------- --------- --------
Net sales. . . . . . . . . . . . . . . . . . . $ 2,928 $2,822 $ 6,436 $ 5,627
Cost of sales. . . . . . . . . . . . . . . . . 1,908 1,401 3,857 2,811
--------- --------- -------- --------
Gross profit . . . . . . . . . . . . . . . . . 1,020 1,421 2,579 2,816
--------- --------- -------- --------
Operating expenses:
Selling, general and administrative. . . . . 1,452 1,500 3,163 3,131
Research and development . . . . . . . . . . 1,234 999 2,195 1,965
--------- --------- -------- --------
Total operating expenses . . . . . . . . 2,686 2,499 5,358 5,096
--------- --------- -------- --------
Loss from operations . . . . . . . . . . . . . (1,666) (1,078) (2,779) (2,280)
Interest income . . . . . . . . . . . . . . . 58 145 141 313
Other expense, net . . . . . . . . . . . . . . (363) (102) (259) (1)
--------- --------- -------- --------
Loss before income taxes . . . . . . . . . . . (1,971) (1,035) (2,897) (1,968)
Income tax expense (benefit) . . . . . . . . . 21 (261) (18) (560)
--------- --------- -------- --------
Net loss . . . . . . . . . . . . . . . . . . . $(1,992) $ (774) $(2,879) $(1,408)
--------- --------- -------- --------
Other comprehensive loss, net of tax:
Foreign currency translation
adjustments income. . . . . . . . .. . . . 43 18 4 28
Unrealized holding gains arising
during period. . . . . . . . . . . . . . . 6 19 7 26
--------- --------- -------- --------
Comprehensive loss . . . . . . . . . . . . . . $(1,943) $ (737) $(2,868) $(1,354)
========= ========= ======== ========
Net loss per share (basic) . . . . . . . . . . $(0.28) $(0.11) $ (0.40) $ (0.20)
Net loss per share (diluted) . . . . . . . . . $(0.28) $(0.11) $ (0.40) $ (0.20)
Shares used in per share calculation:
Basic. . . . . . . . . . . . . . . . . . . . 7,164 7,128 7,174 7,125
Diluted. . . . . . . . . . . . . . . . . . . 7,164 7,128 7,174 7,125
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Six Months Ended
November 30,
----------------------
2002 2001
---------- ----------
Cash flows from operating activities:
Net loss...................................... $(2,879) $(1,408)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:
Loss on impairment of an investment......... 365 --
Provision for doubtful accounts............. 110 (20)
Depreciation and amortization............... 323 547
Deferred income taxes....................... -- (185)
Changes in operating assets and liabilities:
Accounts receivable....................... (832) 1,037
Inventories............................... (217) 653
Accounts payable.......................... (246) (842)
Accrued expenses and deferred revenue..... (254) (1,437)
Deferred lease commitment................. 32 44
Other current assets...................... 22 80
---------- ----------
Net cash used in
operating activities.................. (3,576) (1,531)
---------- ----------
Cash flows from investing activities:
(Increase) decrease in short-
term investments.......................... 3,786 (2,422)
Increase in long-term investments........... (301) (270)
Additions to property and equipment......... (70) (318)
Increase in other assets.................... (85) (96)
---------- ----------
Net cash provided by (used in)
investing activities.................. 3,330 (3,106)
---------- ----------
Cash flows from financing activities:
Proceeds from issuance of common stock
and exercise of stock options............. 50 340
Repurchase of common stock.................. (156) (128)
---------- ----------
Net cash provided by (used in)
financing activities.................. (106) 212
---------- ----------
Effect of exchange rates on cash................ 20 28
---------- ----------
Net decrease in cash and
cash equivalents...................... (332) (4,397)
Cash and cash equivalents, beginning of period.. 7,485 10,391
---------- ----------
Cash and cash equivalents, end of period........ $ 7,153 $ 5,994
========== ==========
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
AEHR TEST SYSTEMS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED NOVEMBER 30, 2002
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial information has been
prepared by Aehr Test Systems, without audit, in accordance with the
instructions to Form 10-Q and therefore does not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in accordance with generally accepted accounting
principles.
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements
include the accounts of Aehr Test Systems and its subsidiaries (collectively,
the "Company"). All significant intercompany balances have been eliminated in
consolidation.
ACCOUNTING ESTIMATES. The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results may differ from those
estimates.
UNAUDITED INTERIM FINANCIAL DATA. In the opinion of management, the
unaudited consolidated financial statements for the interim periods presented
reflect all adjustments, consisting of only normal recurring accruals,
necessary for a fair presentation of the consolidated financial position and
results of operations as of and for such periods indicated. These
consolidated financial statements and notes thereto should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 2002. Results for the interim periods presented herein are not
necessarily indicative of results which may be reported for any other interim
period or for the entire fiscal year.
6
2. EARNINGS PER SHARE
EARNINGS PER SHARE. Earnings per share is computed based on the
weighted average number of common and common equivalent shares (common stock
options and warrants) outstanding, when dilutive, during each period using the
treasury stock method.
Three Months Ended Six Months Ended
November 30, November 30,
--------- --------- --------- ---------
2002 2001 2002 2001
--------- --------- --------- ---------
(in thousands, except per share amounts)
(unaudited)
Net loss available to common shareholders:
Numerator: Net loss ........................ $(1,992) $(774) $(2,879) $(1,408)
--------- --------- --------- ---------
Denominator for basic net loss per share:
Weighted-average shares outstanding ...... 7,164 7,128 7,174 7,125
--------- --------- --------- ---------
Shares used in basic per share calculation.. 7,164 7,128 7,174 7,125
Effect of dilutive securities:
Employee stock options.................. -- -- -- --
--------- --------- --------- ---------
Denominator for diluted net loss
per share............................... 7,164 7,128 7,174 7,125
--------- --------- --------- ---------
Basic net loss per share.................... $ (0.28) $(0.11) $ (0.40) $ (0.20)
========= ========= ========= =========
Diluted net loss per share.................. $ (0.28) $(0.11) $ (0.40) $ (0.20)
========= ========= ========= =========
3. INVENTORIES
Inventories are comprised of the following (in thousands):
November 30, May 31,
2002 2002
(unaudited)
----------- -----------
Raw materials and sub-assemblies $4,461 $4,825
Work in process 4,279 3,698
Finished goods 116 110
----------- -----------
$8,856 $8,633
=========== ===========
4. SEGMENT INFORMATION
The Company operates in one industry segment. The Company is engaged in
the design, manufacture, marketing and servicing of test and burn-in equipment
used in the semiconductor manufacturing industry.
The Company develops, manufactures and sells systems to semiconductor
manufacturers and operates in one operating segment. The following presents
information about the Company's operations in different geographic areas (in
thousands):
7
United Adjust-
States Asia Europe ments Total
--------- --------- --------- --------- ---------
Three months ended November 30, 2002:
Net sales...................... $ 2,636 $ 140 $ 409 $ (257) $ 2,928
Portion of U.S. net sales
from export sales............ 2,240 -- -- -- 2,240
Income (loss) from operations.. (1,660) (117) 47 64 (1,666)
Identifiable assets............ 38,875 1,031 704 (10,195) 30,415
Long-lived assets.............. 1,831 259 16 -- 2,106
Six months ended November 30, 2002:
Net sales...................... $ 5,993 $ 228 $ 651 $ (436) $ 6,436
Portion of U.S. net sales
from export sales............ 4,819 -- -- -- 4,819
Income (loss) from operations.. (2,571) (282) (47) 121 (2,779)
Identifiable assets............ 38,875 1,031 704 (10,195) 30,415
Long-lived assets.............. 1,831 259 16 -- 2,106
Fiscal year ended May 31, 2002:
Net sales...................... $11,458 $ 659 $ 930 $ (479) $12,568
Portion of U.S. net sales
from export sales............ 6,775 -- -- -- 6,775
Income (loss) from operations.. (3,974) (737) 49 159 (4,503)
Identifiable assets............ 41,286 1,324 485 (9,277) 33,818
Long-lived assets.............. 2,062 275 19 -- 2,356
The Company's foreign operations are primarily those of its Japanese and
German subsidiaries. Substantially all of the sales of the subsidiaries are
made to unaffiliated Japanese or European customers. Net sales and income
(loss) from operations from outside the United States include the operating
results of Aehr Test Systems Japan K.K. and Aehr Test Systems GmbH.
Adjustments consist of intercompany eliminations. Identifiable assets are all
assets identified with operations in each geographic area.
5. GOODWILL
The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible
Assets," effective June 1, 2002. In accordance with SFAS 142, the Company
ceased the amortization of goodwill as of June 1, 2002. Net goodwill at
November 30, 2002 and May 31, 2002 was $274,000.
The following table summarizes the impact of adopting SFAS 142 on the net
loss and net loss per share as adjusted to exclude amortization of goodwill
for the quarter ended November 30, 2002 and November 20, 2001 as reported in
the accompanying Condensed Consolidated Financial Statements (in thousands,
except per share amounts):
Three Months Ended Six Months Ended
November 30, November 30,
--------- --------- --------- ---------
2002 2001 2002 2001
--------- --------- --------- ---------
Reported net loss $(1,992) $ (774) $(2,879) $(1,408)
Goodwill amortization -- 12 -- 24
------- ------- --------- ---------
Adjusted net loss $(1,992) $ (762) $(2,879) $(1,384)
------- ------- --------- ---------
Basic and diluted net loss
per share:
Reported net loss $ (0.28) $(0.11) $ (0.40) $ (0.20)
Goodwill amortization -- -- -- --
Adjusted net loss per share $ (0.28) $(0.11) $ (0.40) $ (0.20)
In accordance with the provisions of SFAS 142, the Company performed an
initial test of goodwill impairment before November 30, 2002. The test showed
no impairment of the Company's goodwill as of June 1, 2002, the initial date
of adopting SFAS 142. In accordance with SFAS 142, goodwill will be subject
to an annual impairment test.
8
6. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 146 ("SFAS 146"), "Accounting
for Exit or Disposal Activities". SFAS 146 addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring
activities that are currently accounted for under Emerging Issues Task Force
("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The scope of SFAS 146 also includes costs
related to terminating a contract that is not a capital lease and termination
benefits that employees who are involuntarily terminated receive under the
terms of a one-time benefit arrangement that is not an ongoing benefit
arrangement or an individual deferred-compensation contract. SFAS 146 will be
effective for exit or disposal activities that are initiated after December
31, 2002 but early application is encouraged. The provisions of EITF Issue
No. 94-3 shall continue to apply for an exit activity initiated under an exit
plan that met the criteria of EITF Issue No. 94-3 prior to the adoption of
SFAS 146. Adopting the provisions of SFAS 146 will change, on a prospective
basis, the timing of when restructuring charges are recorded from a commitment
date approach to when the liability is incurred.
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of
Long-lived Assets". The objectives of SFAS 144 are to address significant
issues relating to the implementation of FASB Statement No. 121 ("SFAS 121"),
"Accounting for the Impairment of Long-lived Assets and for Long-lived Assets
to be Disposed Of," and to develop a single accounting model, based on the
framework established by SFAS 121, for long-lived assets to be disposed of by
sale, whether previously held and used or newly acquired. Although SFAS 144
supersedes SFAS 121, it retains some fundamental provisions of SFAS 121. The
initial adoption of SFAS 144 on June 1, 2002 did not have a material impact on
the Company's financial position or results of operations.
On July 21, 2001, the FASB issued SFAS 142 which is effective for fiscal
years beginning after December 15, 2001. SFAS 142 requires, among other
things, the discontinuance of goodwill amortization. In addition, the
standard includes provisions upon adoption for the reclassification of certain
existing recognized intangibles as goodwill, reassessment of the useful lives
of existing recognized intangibles, reclassification of certain intangibles
out of previously reported goodwill and the testing for impairment of existing
goodwill and other intangibles. The Company has adopted the provisions of
SFAS 142 effective June 1, 2002 (see Note 5).
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Condensed
Consolidated Financial Statements and the related notes that appear elsewhere
in this document.
This document contains forward-looking statements that involve risks and
uncertainties, as well as assumptions that, if they never materialize or prove
incorrect, could cause the results of the Company to differ materially from
those expressed or implied by such forward-looking statements. All statements
other than statements of historical fact are statements that could be deemed
forward-looking statements, including any projections of earnings, revenues or
other financial items; any statements of the plans, strategies and objectives
of management for future operations; any statements concerning proposed new
products, services or developments; any statements regarding future economic
conditions or performance; any statements of belief; and any statement of
assumptions underlying any of the foregoing. The risks, uncertainties and
assumptions referred to above include the ability of the Company to retain and
9
motivate key employees; the timely development, production and acceptance of
products and services and their feature sets; the challenge of managing asset
levels, including inventory; the flow of products into third-party
distribution channels; the difficulty of keeping expense growth at modest
levels while increasing revenues; and other risks that are described from time
to time in the Company's Securities and Exchange Commission reports, including
but not limited to the annual report on Form 10-K for the fiscal year ended
May 31, 2002 and subsequently filed reports. The Company assumes no
obligation and does not intend to update these forward-looking statements.
CRITICAL ACCOUNTING POLICIES
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires the Company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going
basis, the Company evaluates its estimates, including those related to
customer programs and incentives, product returns, bad debts, inventories,
investments, intangible assets, income taxes, financing operations, warranty
obligations, long-term service contracts, and contingencies and litigation.
The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements.
The Company's revenue recognition policy is significant because revenue is
a key component of the results of operations. The Company's revenue consists
primarily of sales of systems, die carriers, test fixtures, upgrades, software
and spare parts and revenues from service contracts. The Company recognizes
revenue upon shipment and defers recognition of revenue for any amounts
subject to acceptance until such acceptance occurs. The amount of revenue
deferred is the greater of the fair value of the undelivered element or the
contractual agreed to amounts. Royalty revenue related to Performance Test
Boards licensing income is recognized when paid by the licensee. This income
is recorded in net sales. Provisions for the estimated future cost of
warranty and installation are recorded at the time the products are shipped.
In addition, the Company's revenue recognition determines the timing of
certain expenses, such as commissions and royalties. The Company follows very
specific and detailed guidelines in measuring revenue in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 101; however,
certain judgments affect the application of the revenue policy. Revenue
results are difficult to predict, and any shortfall in revenue or delay in
recognizing revenue could cause the operating results to vary significantly
from quarter to quarter and could result in future operating losses. The
Company's revenue recognition policy is further affected by estimated
reductions to revenue for special pricing agreements, price protection,
promotions and other volume-based incentives. If market conditions were to
decline, the Company may take actions to increase customer incentive offerings
possibly resulting in an incremental reduction of revenue at the time the
incentive is offered. The Company maintains allowances for doubtful accounts
for estimated losses resulting from the inability of its customers to make
required payments. If the financial conditions of the Company's customers
were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.
10
The Company provides for the estimated cost of product warranties at the
time revenue is recognized. While the Company engages in extensive product
quality programs and processes, including actively monitoring and evaluating
the quality of its component suppliers, the Company's warranty obligation is
affected by product failure rates, material usage and service delivery costs
incurred in correcting a product failure. Should actual product failure
rates, material usage or service delivery costs differ from the Company's
estimates, revisions to the estimated warranty liability would be required.
The Company writes down its inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual market conditions are less favorable than those
projected by management, additional inventory write-downs may be required.
The Company records an investment impairment charge when it believes an
investment has experienced a decline in value that is other than temporary.
Future adverse changes in market conditions or poor operating results of
underlying investments could result in losses or an inability to recover the
carrying value of the investments that may not be reflected in an investment's
current carrying value, thereby possibly requiring an impairment charge in the
future.
The Company records a valuation allowance to reduce its deferred tax
assets to the amount that is more likely than not to be realized. While the
Company has considered future taxable income and ongoing prudent and feasible
tax planning strategies in assessing the need for the valuation allowance, in
the event the Company were to determine that it would be able to realize its
deferred tax assets in the future in excess of its net recorded amount, an
adjustment to the deferred tax asset would increase income in the period such
determination was made. Likewise, should the Company determine that it would
not be able to realize all or part of its net deferred tax asset in the
future, an adjustment to the deferred tax asset would be charged to income in
the period such determination was made.
RESULTS OF OPERATIONS
The following table sets forth items in the Company's Condensed
Consolidated Statements of Operations as a percentage of net sales for the
periods indicated.
Three Months Ended Six Months Ended
November 30, November 30,
---------------------- --------------------
2002 2001 2002 2001
---------- ---------- --------- ----------
Net sales. . . . . . . . . . . . . . . . . . . 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales. . . . . . . . . . . . . . . . . 65.2 49.6 59.9 50.0
---------- ---------- --------- --------
Gross profit . . . . . . . . . . . . . . . . . 34.8 50.4 40.1 50.0
---------- ---------- --------- --------
Operating expenses:
Selling, general and administrative. . . . . 49.6 53.2 49.1 55.6
Research and development . . . . . . . . . . 42.1 35.4 34.1 34.9
---------- ---------- --------- --------
Total operating expenses . . . . . . . . 91.7 88.6 83.2 90.5
---------- ---------- --------- --------
Loss from operations . . . . . . . . . . . . . (56.9) (38.2) (43.1) (40.5)
Interest income . . . . . . . . . . . . . . . 2.0 5.1 2.2 5.5
Other expense, net . . . . . . . . . . . . . . (12.4) (3.6) (4.1) --
---------- ---------- --------- --------
Loss before income taxes . . . . . . . . . . . (67.3) (36.7) (45.0) (35.0)
Income tax expense (benefit) . . . . . . . . . 0.7 (9.3) (0.3) (10.0)
---------- ---------- --------- --------
Net loss . . . . . . . . . . . . . . . . . . . (68.0)% (27.4)% (44.7)% (25.0)%
========== ========== ========= ========
11
THREE MONTHS ENDED NOVEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED NOVEMBER
30, 2001
NET SALES. Net sales consist primarily of sales of systems, die carriers,
test fixtures, upgrades and spare parts and revenues from service contracts.
Net sales increased to $2.9 million in the three months ended November 30,
2002 from $2.8 million in the three months ended November 30, 2001, an
increase of 3.8%. The increase in net sales resulted primarily from an
increase in sales of MTX products of approximately $902,000, partially offset
by a decrease of dynamic burn-in products of approximately $682,000.
GROSS PROFIT. Gross profit consists of net sales less cost of sales.
Cost of sales consists primarily of the cost of materials, assembly and test
costs, and overhead from operations. The gross profit decreased to $1.0
million in the three months ended November 30, 2002 from $1.4 million in the
three months ended November 30, 2001, a decrease of 28.2%. Gross profit
margin decreased to 34.8% in the three month ended November 30, 2002 from
50.4% in the three month ended November 30, 2001. The decrease in gross
profit margin was primarily the result of a change in product mix,
particularly a decrease in upgrades and an increase in systems sold, resulting
in higher material costs as a percentage of net sales.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
("SG&A") expenses consist primarily of salaries and related costs of
employees, customer support costs, commission expenses to independent sales
representatives, product promotion and other professional services. SG&A
expenses were unchanged at $1.5 million in the three months ended November 30,
2002 and in the three months ended November 30, 2001. As a percentage of net
sales, SG&A expenses decreased to 49.6% in the three months ended November 30,
2002 from 53.2% in the three months ended November 30, 2001.
RESEARCH AND DEVELOPMENT. Research and development ("R&D") expenses
consist primarily of salaries and related costs of employees engaged in
ongoing research, design and development activities, costs of engineering
materials and supplies, and professional consulting expenses. R&D expenses
increased to $1.2 million in the three months ended November 30, 2002 from
$1.0 million in the three months ended November 30, 2001, an increase of
23.5%. The increase in R&D expenses was primarily due to an increase in
project material expenses. As a percentage of net sales, R&D expenses
increased to 42.1% in the three months ended November 30, 2002 from 35.4% in
the three months ended November 30, 2001.
INTEREST INCOME. Interest income decreased to $58,000 in the three months
ended November 30, 2002 from $145,000 in the three months ended November 30,
2001, a decrease of 60.0%. The decrease in interest income was primarily
related to a lower average rate of return on investments.
OTHER INCOME (EXPENSE), NET. Other expense, net increased to $363,000 in
the three months ended November 30, 2002, from $102,000 in the three months
ended November 30, 2001, an increase of 255.9%. The increase in other
expense, net was primarily due to a non-cash impairment to an investment, to
reflect current market conditions affecting the investment's valuation.
INCOME TAX EXPENSE (BENEFIT). Income tax expense was $21,000 in the three
months ended November 30, 2002, compared with income tax benefit of $261,000
in the three months ended November 30, 2001. The income tax expense in the
three months ended November 30, 2002 was primarily due to the tax expense
recorded as a result of income earned in the Company's German subsidiary. The
income tax benefit in the three months ended November 30, 2001 was primarily
due to the tax benefit recorded as a result of losses incurred in the
Company's U.S. operations. The Company's effective income tax rate did not
approximate the statutory tax rates of the jurisdictions in which the Company
operates primarily because no tax benefit is being recorded for losses in
either the Company's U.S. operations or its Japanese subsidiary.
12
SIX MONTHS ENDED NOVEMBER 30, 2002 COMPARED TO SIX MONTHS ENDED NOVEMBER 30,
2001
NET SALES. Net sales increased to $6.4 million in the six months ended
November 30, 2002 from $5.6 million in the six months ended November 30, 2001,
an increase of 14.4%. The increase in net sales resulted primarily from
increase in sales of MTX products.
GROSS PROFIT. Gross profit decreased to $2.6 million in the six months
ended November 30, 2002 from $2.8 million in the six months ended November 30,
2001, a decrease of 8.4%. Gross profit margin decreased to 40.1% in the six
months ended November 30, 2002 from 50.0% in the six months ended November 30,
2001. The decrease in gross profit margin was primarily the result of a
change in product mix, particularly a decrease in upgrades and an increase in
systems sold, resulting in higher material costs as a percentage of net sales.
SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased to $3.2
million in the six months ended November 30, 2002 from $3.1 million in the six
months ended November 30, 2001, an increase of 1.0%. As a percentage of net
sales, SG&A expenses decreased to 49.1% in the six months ended November 30,
2002 from 55.6% in the six months ended November 30, 2001, reflecting higher
net sales.
RESEARCH AND DEVELOPMENT. R&D expenses increased to $2.2 million in the
six months ended November 30, 2002 from $2.0 million in the six months ended
November 30, 2001, an increase of 11.7%. The increase in R&D expenses was
primarily due to increases in employment related expenses and project material
expenses of $171,000 and $130,000, respectively. As a percentage of net
sales, R&D expenses decreased to 34.1% in the six months ended November 30,
2002 from 34.9% in the six months ended November 30, 2001, reflecting higher
net sales.
INTEREST INCOME. Interest income decreased to $141,000 in the six months
ended November 30, 2002 from $313,000 in the six months ended November 30,
2001, a decrease of 55.0%. The decrease in interest income was primarily
related to a lower average rate of return on investments.
OTHER INCOME (EXPENSE), NET. Other expense, net increased to $259,000 in
the six months ended November 30, 2002, from $1,000 in the six months ended
November 30, 2001. The increase in other expense, net was primarily due to a
non-cash impairment to an investment, to reflect current market conditions
affecting the investment's valuation.
INCOME TAX EXPENSE (BENEFIT). Income tax benefit was $18,000 in the six
months ended November 30, 2002, compared with income tax benefit of $560,000
in the six months ended November 30, 2001. The income tax benefit in the six
months ended November 30, 2002 was primarily due to the tax benefit recorded
as a result of losses incurred in the Company's German subsidiary. The income
tax benefit in the six months ended November 30, 2001 was primarily due to the
tax benefit recorded as a result of losses incurred in the Company's U.S.
operations. The Company's effective income tax rate did not approximate the
statutory tax rates of the jurisdictions in which the Company operates
primarily because no tax benefit is being recorded for losses in either the
Company's U.S. operations or its Japanese subsidiary.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity has been the cash flow generated
from the Company's August 1997 initial public offering, resulting in net
proceeds to the Company of approximately $26.8 million. As of November 30,
2002, the Company had $11.4 million in cash and short-term investments.
Net cash used in operating activities was approximately $3.6 million for
the six months ended November 30, 2002 and $1.5 million for the six months
ended November 30, 2001. For the six months ended November 30, 2002, net cash
13
used in operating activities was due primarily to the net loss of $2.9 million
and an increase in accounts receivable of $832,000. For the six months ended
November 30, 2001, net cash used in operating activities was due primarily to
the net loss of $1.4 million and a decrease in accrued expenses and deferred
revenue of $1.4 million, partially offset by a decrease in accounts receivable
of $1.0 million.
Net cash provided by investing activities was approximately $3.3 million
for the six months ended November 30, 2002 and net cash used in investing
activities was approximately $3.1 million for the six months ended November
30, 2001. The cash provided by investing activities during the six months
ended November 30, 2002 was primarily due to the sale of short-term
investments. The cash used in investing activities during the six months
ended November 30, 2001 was primarily due to the purchase of short-term
investments.
Financing activities used cash of approximately $106,000 in the six months
ended November 30, 2002 and provided cash of approximately $212,000 in the six
months ended November 30, 2001. Net cash used in financing activities during
the six months ended November 30, 2002 was primarily due to the Company's
repurchase of 66,200 of its outstanding common shares at an average price of
$2.35. Net cash provided by financing activities during the six months ended
and November 30, 2001 was primarily due to the proceeds from issuance of
common stock and exercise of stock options.
As of November 30, 2002, the Company had working capital of $23.2 million,
compared with $26.0 million as of May 31, 2002. Working capital consists of
cash and cash equivalents, short-term investments, accounts receivable,
inventory and other current assets, less current liabilities.
The Company announced in August 1998 that its board of directors had
authorized the repurchase of up to 1,000,000 shares of its outstanding common
shares. The Company may repurchase the shares in the open market or in
privately negotiated transactions, from time to time, subject to market
conditions. The number of shares of common stock actually acquired by the
Company will depend on subsequent developments and corporate needs, and the
repurchase program may be interrupted or discontinued at any time. Any such
repurchase of shares, if consummated, may use a portion of the Company's
working capital. Through November 30, 2002, the Company has repurchased
512,200 shares at an average price of $3.99.
From time to time, the Company evaluates potential acquisitions of
businesses, products or technologies that complement the Company's business.
Any such transactions, if consummated, may use a portion of the Company's
working capital or require the issuance of equity. The Company has no present
understandings, commitments or agreements with respect to any material
acquisitions.
The Company anticipates that the existing cash balance together with
anticipated cash provided by operations are adequate to meet its working
capital and capital equipment requirements through fiscal 2003. After fiscal
2003, depending on its rate of growth and profitability, the Company may
require additional equity or debt financing to meet its working capital
requirements or capital equipment needs. There can be no assurance that
additional financing will be available when required, or, if available, that
such financing can be obtained on terms satisfactory to the Company.
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS
Special Note Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q (this "Report") contains forward-
looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934. Discussions containing such forward-looking statements
may be found in this section, as well as within this Report generally. In
14
addition, when used in this Report, the words "believes," "anticipates,"
"expects" and similar expressions are intended to identify forward-looking
statements. Forward-looking statements are subject to a number of risks and
uncertainties.
Consequently, such forward-looking statements should be regarded solely as
our current plans, estimates and beliefs. We do not undertake, and
specifically decline, any obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.
FLUCTUATIONS IN OPERATING RESULTS. The Company has experienced and
expects to continue to experience significant fluctuations in its quarterly
and annual operating results. The Company's future operating results will
depend upon a variety of factors, including the timing of significant orders,
the mix of products sold, changes in pricing by the Company, its competitors,
customers or suppliers, market acceptance of new products and enhanced
versions of the Company's products, capital spending patterns by customers,
the Company's ability to produce systems and products in volume and meet
customer requirements. The Company's gross margins have varied and will
continue to vary based on a variety of factors, including the mix of products
sold, sales volume, and the amount of products sold under volume purchase
arrangements, which tend to have lower selling prices. Accordingly, past
performance may not be indicative of future performance.
DEPENDENCE ON TIMING AND SIZE OF SALES ORDERS AND SHIPMENT. The Company
derives a substantial portion of its revenues from the sale of a relatively
small number of systems which typically range in purchase price from
approximately $200,000 to over $800,000. As a result, the loss or deferral of
a limited number of system sales could have a material adverse effect on the
Company's net sales and operating results in a particular period. A delay or
reduction in shipments near the end of a particular quarter, due, for example,
to unanticipated shipment reschedulings, cancellations or deferrals by
customers, customer credit issues, unexpected manufacturing difficulties
experienced by the Company, or delays in deliveries by suppliers, could cause
net sales in a particular quarter to fall significantly below the Company's
expectations.
RECENT OPERATING LOSSES. The Company incurred operating losses of $4.5
million, $5.2 million and $4.6 million in fiscal 2002, 2000 and 1999,
respectively. The Company operated profitably in fiscal 2001 and from fiscal
1996 to 1998, due to increased net sales that were substantially the result of
sales of new products, particularly sales of MTX systems. In fiscal 1998, the
Company began to feel an industry slowdown due to uncertainties caused
primarily by the financial crisis in Asia and DRAM overcapacity and recorded
operating losses in fiscal 1999 and 2000. Beginning in the second half of
fiscal 2001, the Company experienced a sharp and severe industry downturn and
recorded an operating loss in fiscal 2002. Given that the semiconductor
equipment market is down more sharply and severely than the Company had
anticipated, there can be no assurance that the Company's net sales and
operating results will not continue to be further impacted by this prolonged
downturn in the semiconductor equipment market and global economy.
DEPENDENCE ON MARKET ACCEPTANCE OF MTX SYSTEM. A principal element of the
Company's strategy is to capture an increasing share of the memory test
equipment market through sales of the MTX massively parallel test system. The
MTX is designed to perform both burn-in and many of the final test functions
currently performed by high-cost memory testers. The Company's strategy
depends, in part, upon its ability to persuade potential customers that the
MTX system can successfully perform a significant portion of such final test
functions and that transferring such tests to MTX systems will reduce their
overall capital and test costs. The failure of the MTX system to achieve
market acceptance would have a material adverse effect on the Company's
business, financial condition and operating results.
15
DEPENDENCE ON MARKET ACCEPTANCE OF FOX SYSTEM. Another element of the
Company's strategy is to capture an increasing share of the test equipment
market through sales of the FOX wafer-level burn-in and test system. The FOX
is a new system designed to simultaneously burn-in and functionally test all
of the die on a wafer, and the market for FOX systems is in the very early
stages of development. The FOX was introduced in July 2001, and no shipments
have yet been made. The Company's strategy depends, in part, upon its ability
to persuade potential customers that the FOX system can successfully contact
and functionally test all of the die on a wafer simultaneously, and that this
method of testing is cost-effective for the customer. There can be no
assurance that the Company's strategy will be successful. The failure of the
FOX system to achieve market acceptance would have a material adverse effect
on the Company's future business.
DEPENDENCE ON DEVELOPMENT OF BARE DIE MARKET AND MARKET ACCEPTANCE OF
DIEPAK CARRIER. The Company's DiePak strategy depends upon increased industry
acceptance of bare die as an alternative to packaged die as well as acceptance
of the Company's DiePak products. The failure of the bare die market to
expand or of the DiePak carrier to achieve broad market acceptance would have
a material adverse effect on the Company's business, financial condition and
operating results.
CUSTOMER CONCENTRATION. Sales to the Company's five largest customers
accounted for approximately 61.7%, 58.8% and 64.3% of its net sales in fiscal
2002, 2001 and 2000, respectively. Sales to the Company's five largest
customers accounted for approximately 73.7% of its net sales in the six months
ended November 30, 2002. During fiscal 2002, Texas Instruments, Formosa
Advanced Technologies Co. Ltd. and ASE Test, Inc. accounted for 22.3%, 17.1%
and 11.1% of the Company's net sales, respectively. During fiscal 2001, Texas
Instruments and Formosa Advanced Technologies Co. Ltd. accounted for 25.2% and
12.7% of the Company's net sales, respectively. During fiscal 2000, Texas
Instruments, Formosa Advanced Technologies Co. Ltd. and First International
Computer Inc. accounted for 22.8%, 19.2% and 13.5% of the Company's net sales,
respectively. No other customers represented more than 10% of the Company's
net sales for fiscal 2002, 2001 and 2000. The loss of or reduction or delay
in orders from a significant customer, or a delay in collecting or failure to
collect accounts receivable from a significant customer could adversely affect
the Company's business, financial condition and operating results.
LIMITED MARKET FOR BURN-IN SYSTEMS. Historically, a substantial portion
of the Company's net sales were derived from the sale of burn-in systems. The
market for burn-in systems is mature and estimated to be less than $100
million per year. There can be no assurance that the market for burn-in
systems will grow, and sales of the Company's burn-in products could decline.
LENGTHY SALES CYCLE. Sales of the Company's systems depend, in
significant part, upon the decision of a prospective customer to increase
manufacturing capacity or to restructure current manufacturing facilities,
either of which typically involves a significant commitment of capital. The
loss of individual orders due to the lengthy sales and evaluation cycle, or
delays in the sale of even a limited number of systems could have a material
adverse effect on the Company's business, operating results and financial
condition and, in particular, could contribute to significant fluctuations in
operating results on a quarterly basis.
DEPENDENCE ON INTERNATIONAL SALES AND OPERATIONS. Approximately 62.7%,
60.6% and 73.3% of the Company's net sales for fiscal 2002, 2001 and 2000,
respectively, were attributable to sales to customers for delivery outside of
the United States. A substantial portion of the Company's sales has been in
Asia. Turmoil in the Asian financial markets has resulted, and may result in
the future, in dramatic currency devaluations, stock market declines,
restriction of available credit and general financial weakness. In addition,
DRAM prices have sometimes fallen dramatically, are currently doing so, and
will likely do so again in the future. The Company believes that many
international semiconductor manufacturers limited capital spending (including
the purchase of MTXs) in fiscal years 1999, 2001 and 2002, and that the
16
uncertainty of the DRAM and other IC markets may cause some manufacturers in
the future to again delay capital spending plans. Such developments would
have a material adverse effect on the Company's business, financial condition
and results of operations.
RAPID TECHNOLOGICAL CHANGE; IMPORTANCE OF TIMELY PRODUCT INTRODUCTION.
The semiconductor equipment industry is subject to rapid technological change
and new product introductions and enhancements. The Company's ability to
remain competitive will depend in part upon its ability to develop new
products and to introduce these products at competitive prices and on a timely
and cost-effective basis. There can be no assurance that the Company will be
successful in selecting, developing, manufacturing and marketing new products
that satisfy market demand. Any such failure would materially adversely
affect the Company's business, financial condition and results of operations.
The Company has experienced significant delays from time to time in the
introduction of, and technical and manufacturing difficulties with, certain of
its products and may experience delays and technical and manufacturing
difficulties in future introductions or volume production of new products, and
there can be no assurance that the Company will not encounter such
difficulties in the future. The Company's inability to complete product
development, or to manufacture and ship products in volume and in time to meet
customer requirements would materially adversely affect the Company's
business, financial condition and results of operations.
INTENSE COMPETITION. In each of the markets it serves, the Company faces
competition from established competitors and potential new entrants. New
product introductions by the Company's competitors or by new market entrants
could cause a decline in sales or loss of market acceptance of the Company's
existing products. Increased competitive pressure could also lead to
intensified price-based competition, resulting in lower prices that could
adversely affect the Company's business, financial condition and operating
results. Competing suppliers of burn-in and functional test systems include
Ando Corporation, Japan Engineering Company and Reliability Incorporated. In
addition, suppliers of memory test equipment, including Advantest Corporation
and Teradyne, Inc., may seek to offer competitive parallel test systems in the
future. The Company's MAX and ATX monitored and dynamic burn-in systems
increasingly have faced and are expected to continue to face severe
competition, especially from local, low cost manufacturers and from systems
manufacturers that offer higher power dissipation per device under test.
Also, the FOX full wafer contact system is expected to face competition from
larger systems manufacturers that have more advanced technological know-how
and a broader range of manufacturing resources. The Company's DiePak products
could face significant competition. The Company believes that several
companies have developed or are developing other products which are intended
to enable burn-in and test of bare die. The DiePak products also face severe
competition from other alternative test solutions. The Company's test fixture
products face numerous competitors. The Company has granted royalty-bearing
licenses to several companies to make Performance Test Boards ("PTBs") for use
with its MTX systems. Sales of PTBs by licensees result in royalties to the
Company but reduce the Company's own sales of PTBs.
CYCLICALITY OF SEMICONDUCTOR INDUSTRY AND CUSTOMER PURCHASES; RISK OF
CANCELLATIONS AND RESCHEDULINGS. The semiconductor and semiconductor
equipment industries in general, and the market for DRAMs and advanced
technology logic ICs in particular, historically have been highly volatile and
have experienced periodic downturns and slowdowns. These downturns and
slowdowns have adversely affected the Company's operating results in the past
and in fiscal 1999, 2000 and 2002. A large portion of the Company's net sales
are attributable to a few customers and therefore a reduction in purchases by
one or more customers could materially adversely affect the Company's
financial results. Semiconductor equipment companies may experience a
significant rate of cancellations and reschedulings of purchase orders, as was
the case in the industry in late 1995, early 1996, 1998, 2001 and 2002. There
can be no assurance that the Company will not be materially adversely affected
by future cancellations and reschedulings.
17
DEPENDENCE ON SUBCONTRACTORS; SOLE OR LIMITED SOURCES OF SUPPLY. The
Company's MTX, MAX, ATX and FOX systems and DiePak carriers contain several
components, including environmental chambers, power supplies, wafer
contactors, signal distribution substrates and certain ICs, which are
currently supplied by only one or a limited number of suppliers. In the event
that any significant subcontractor or single source supplier was to become
unable or unwilling to continue to manufacture subassemblies, components or
parts in required volumes, the Company would have to identify and qualify
acceptable replacements. The process of qualifying subcontractors and
suppliers could be lengthy, and no assurance can be given that any additional
sources would be available to the Company on a timely basis. Any delay,
interruption or termination of a supplier relationship could have a material
adverse effect on the Company's business, financial condition and operating
results.
POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Company's
Common Stock has been, and may continue to be, extremely volatile. The
Company believes that factors such as announcements of developments related to
the Company's business, fluctuations in the Company's operating results,
failure to meet securities analysts' expectations, general conditions in the
semiconductor and semiconductor equipment industries and the worldwide economy
could cause the price of the Company's Common Stock to fluctuate
substantially. In addition, in recent years the stock market in general, and
the market for small capitalization and high technology stocks in particular,
has experienced extreme price fluctuations which have often been unrelated to
the operating performance of affected companies. Such fluctuations could
adversely affect the market price of the Company's Common Stock.
MANAGEMENT OF CHANGING BUSINESS. If the Company is to be successful, it
must expand its operations. Such expansion will place a significant strain on
the Company's administrative, operational and financial resources. Such
expansion will result in a continuing increase in the responsibility placed
upon management personnel and will require development or enhancement of
operational, managerial and financial systems and controls. If the Company is
unable to manage the expansion of its operations effectively, the Company's
business, financial condition and operating results will be materially and
adversely affected.
DEPENDENCE ON KEY PERSONNEL. The Company's success depends to a
significant extent upon the continued service of Rhea Posedel, its Chief
Executive Officer, as well as other executive officers and key employees. The
loss of the services of any of its executive officers or a group of key
employees could have a material adverse effect on the Company's business,
financial condition and operating results. The Company's future success will
depend in significant part upon its ability to attract and retain highly
skilled technical, management, sales and marketing personnel. Competition for
such personnel in the semiconductor equipment industry is intense, and there
can be no assurance that the Company will be successful in attracting or
retaining such personnel. The Company's inability to attract and retain the
executive management and other key personnel it requires could have a material
adverse effect on the Company's business, financial condition and operating
results.
INTELLECTUAL PROPERTY PROTECTION AND INFRINGEMENT. The Company's ability
to compete successfully is dependent in part upon its ability to protect its
proprietary technology and information. Although the Company attempts to
protect its proprietary technology through patents, copyrights, trade secrets
and other measures, there can be no assurance that these measures will be
adequate or that competitors will not be able to develop similar technology
independently. Litigation may be necessary to enforce or determine the
validity and scope of the Company's proprietary rights, and there can be no
assurance that the Company's intellectual property rights, if challenged, will
be upheld as valid. Such litigation could result in substantial costs and
diversion of resources and could have a material adverse effect on the
Company's business, financial condition and operating results, regardless of
the outcome of the litigation.
18
There are no pending claims against the Company regarding infringement of
any patents or other intellectual property rights of others. However, the
Company may receive, in the future, communications from third parties
asserting intellectual property claims against the Company. There can be no
assurance that any such claim made in the future will not result in
litigation, which could involve significant expense to the Company, and, if
the Company is required or deems it appropriate to obtain a license relating
to one or more products or technologies, there can be no assurance that the
Company would be able to do so on commercially reasonable terms, or at all.
ENVIRONMENTAL REGULATIONS. Federal, state and local regulations impose
various controls on the use, storage, discharge, handling, emission,
generation, manufacture and disposal of toxic or other hazardous substances
used in the Company's operations. The Company believes that its activities
conform in all material respects to current environmental and land use
regulations applicable to its operations and its current facilities and that
it has obtained environmental permits necessary to conduct its business.
Nevertheless, the failure to comply with current or future regulations could
result in substantial fines being imposed on the Company, suspension of
production, alteration of its manufacturing processes or cessation of
operations. Such regulations could require the Company to acquire expensive
remediation equipment or to incur substantial expenses to comply with
environmental regulations. Any failure by the Company to control the use,
disposal or storage of, or adequately restrict the discharge of, hazardous or
toxic substances could subject the Company to significant liabilities.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company considered the provisions of Financial Reporting Release No.
48 "Disclosures of Accounting Policies for Derivative Financial Instruments
and Derivative Commodity Instruments, and Disclosures of Quantitative and
Qualitative Information about Market Risk Inherent in Derivative Commodity
Instruments." The Company has no holdings of derivative financial or
commodity instruments at November 30, 2002.
The Company is exposed to financial market risks, including changes in
interest rates and foreign currency exchange rates. The Company invests
excess cash in a managed portfolio of corporate and government bond
instruments with maturities of 18 months or less. The Company does not use
any financial instruments for speculative or trading purposes. Fluctuations
in interest rates would not have a material effect on the Company's financial
position, results of operations and cash flows.
A majority of the Company's revenue and capital spending is transacted in
U.S. dollars. The Company, however, enters into transactions in other
currencies, primarily Japanese Yen. Substantially all sales to Japanese
customers are denominated in yen. Since the price is determined at the time a
purchase order is accepted, the Company is exposed to the risks of
fluctuations in the yen-dollar exchange rate during the lengthy period from
purchase order to ultimate payment. This exchange rate risk is partially
offset to the extent that the Company's Japanese subsidiary incurs yen-
denominated expenses. To date, the Company has not invested in instruments
designed to hedge currency risks. In addition, the Company's Japanese
subsidiary typically carries debt or other obligations due to the Company that
may be denominated in either yen or dollars. Since the Japanese subsidiary's
financial statements are based in yen and the Company's financial statements
are based in dollars, the Japanese subsidiary and the Company recognize
foreign exchange gain or loss in any period in which the value of the yen
rises or falls in relation to the dollar. A 10% decrease in the value of the
yen as compared with the dollar would potentially result in an additional net
loss of approximately $183,000.
19
Item 4. CONTROLS AND PROCEDURES
a. Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer
along with the Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Company's Chief
Executive Officer along with the Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic
SEC filings.
b. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date the Company carried out this evaluation.
20
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held an Annual Meeting of Shareholders on October 17, 2002.
There were issued and outstanding on September 4, 2002, the record date,
7,183,786 shares of Common Stock. There were present at said meeting in
person and by proxy Shareholders of the Company who were holders of 6,571,727
shares of Common Stock entitled to vote thereat, constituting a quorum. At
the Annual Meeting, the following votes were cast for the proposals indicated:
Proposal One: Election of Directors of the Company.
NOMINEE VOTES FOR VOTES WITHHELD BROKER NON-VOTES
- ------------------ --------- -------------- ----------------
Rhea J. Posedel 6,459,366 112,361 --
Robert R. Anderson 6,563,722 8,005 --
William W.R. Elder 6,563,722 8,005 --
Mukesh Patel 6,563,722 8,005 --
Mario M. Rosati 6,563,722 8,005 --
Proposal Two: Ratification of Appointment of PricewaterhouseCoopers LLP as
the Company's independent accountants for fiscal 2003.
VOTES
---------
FOR 6,476,827
AGAINST 94,800
ABSTAIN 100
BROKER NON-VOTES --
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The Exhibits listed on the accompanying "Index to Exhibits" are filed as
part hereof, or incorporated by reference into, the report.
(b) Report on Form 8-K
The Company filed a Form 8-K on November 5, 2002 reporting that a letter
to the Company's shareholders of record was sent on or about November 4, 2002.
The letter included condensed consolidated statements of operations for the
three months ended August 31, 2002 and August 31, 2001 and condensed
consolidated balance sheets as of August 31, 2002 and May 31, 2002.
21
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, thereunto duly authorized.
Aehr Test Systems
(Registrant)
Date: January 13, 2003 /s/ RHEA J. POSEDEL
---------------
Rhea J. Posedel
Chief Executive Officer and
Chairman of the Board of Directors
Date: January 13, 2003 /s/ GARY L. LARSON
--------------
Gary L. Larson
Vice President of Finance and
Chief Financial Officer
22
CERTIFICATION
I, Rhea J. Posedel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Aehr Test Systems;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 13, 2003
/s/ RHEA J. POSEDEL
---------------------------
Rhea J. Posedel
Chief Executive Officer
23
CERTIFICATION
I, Gary L. Larson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Aehr Test Systems;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 13, 2003
/s/ GARY L. LARSON
---------------------------
Gary L. Larson
Chief Financial Officer
24
AEHR TEST SYSTEMS
INDEX TO EXHIBITS
Exhibit No. Description
- ---------- ------------
10.1 Letter to Shareholders. (This is incorporated by reference to
Exhibit 20 to Aehr Test Systems' Form 8-K filed November 5,
2002).
99.1 Certification Statement of Chief Executive Officer.
99.2 Certification Statement of Chief Financial Officer.
25