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, 2000.
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: 333-28987.
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, 2000 was 7,125,016.
<PAGE>
FORM 10-Q
FOR THE QUARTER ENDED NOVEMBER 30, 2000
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of
November 30, 2000 and May 31, 2000 . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations for the three
months and six months ended November 30, 2000 and 1999. . 4
Condensed Consolidated Statements of Cash Flows for the
six months ended November 30, 2000 and 1999. . . . . . . 5
Notes to Condensed Consolidated Financial Statements. . . . . 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . 8
ITEM 3. Quantitative and Qualitative Disclosures about Market Risks. . 18
PART II. OTHER INFORMATION
ITEM 2. Changes in Securities and Use of Proceeds . . . . . . . . . . 18
ITEM 4. Submission of Matters to a Vote of Security Holders . . . . . 19
ITEM 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 19
SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2
<PAGE>
PART I. FINANCIAL STATEMENTS
AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
<TABLE>
<CAPTION>
November 30, May 31,
2000 2000
(unaudited)
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . $10,826 $ 8,323
Short-term investments. . . . . . . . . . . . . 5,343 7,365
Accounts receivable . . . . . . . . . . . . . . 7,888 6,294
Inventories . . . . . . . . . . . . . . . . . . 10,074 11,183
Prepaid expenses and other. . . . . . . . . . . 3,514 3,277
----------- -----------
Total current assets . . . . . . . . . . . . 37,645 36,442
Property and equipment, net . . . . . . . . . . . 2,369 2,613
Long-term investments . . . . . . . . . . . . . . 736 580
Other assets, net . . . . . . . . . . . . . . . . 1,146 1,094
----------- -----------
Total assets . . . . . . . . . . . . . . . . $41,896 $40,729
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term bank debt. . . . . $ 138 $ 143
Accounts payable. . . . . . . . . . . . . . . . 2,231 2,989
Accrued expenses. . . . . . . . . . . . . . . . 3,636 2,873
Deferred revenue. . . . . . . . . . . . . . . . 63 37
----------- -----------
Total current liabilities . . . . . . . . . . 6,068 6,042
Long-term bank debt, net of current portion . . . 183 297
Deferred revenue. . . . . . . . . . . . . . . . . 39 39
Deferred lease commitment . . . . . . . . . . . . 140 46
----------- -----------
Total liabilities . . . . . . . . . . . . . . 6,430 6,424
----------- -----------
Shareholders' equity:
Common stock, $0.01 par value:
Issued and outstanding: 7,125 shares and
6,906 shares at November 30, 2000 and
May 31, 2000, respectively . . . . . . . . . 70 69
Additional paid-in capital . . . . . . . . . . 36,206 35,332
Accumulated deficit . . . . . . . . . . . . . . (2,286) (2,660)
Net unrealized loss on investments. . . . . . . (13) (13)
Cumulative translation adjustment . . . . . . . 1,489 1,577
----------- -----------
Total shareholders' equity . . . . . . . . . 35,466 34,305
----------- -----------
Total liabilities and shareholders' equity. . $41,896 $40,729
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
<PAGE>
AEHR TEST SYSTEMS AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
November 30, November 30,
---------------------- --------------------
2000 1999 2000 1999
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . . $ 8,986 $ 6,294 $17,555 $10,650
Cost of sales. . . . . . . . . . . . . . . . . 5,572 4,957 10,892 8,164
---------- ---------- --------- ----------
Gross profit . . . . . . . . . . . . . . . . . 3,414 1,337 6,663 2,486
---------- ---------- --------- ----------
Operating expenses:
Selling, general and administrative. . . . . 1,884 2,112 3,902 3,947
Research and development . . . . . . . . . . 1,348 1,334 2,600 2,654
Research and development cost
reimbursement - DARPA. . . . . . . . . . . (300) (268) (300) (516)
---------- ---------- --------- ----------
Total operating expenses . . . . . . . . 2,932 3,178 6,202 6,085
---------- ---------- --------- ----------
Income (loss) from operations. . . . . . . . . 482 (1,841) 461 (3,599)
Interest income . . . . . . . . . . . . . . . 230 264 463 540
Interest expense . . . . . . . . . . . . . . . (3) (3) (6) (6)
Other income (expense), net . . . . . . . . . (74) 325 (74) 666
---------- ---------- --------- ----------
Income (loss) before income taxes. . . . . . . 635 (1,255) 844 (2,399)
Income tax expense (benefit) . . . . . . . . . 337 (519) 470 (895)
---------- ---------- --------- ----------
Net income (loss). . . . . . . . . . . . . . . $ 298 $ (736) $ 374 $(1,504)
---------- ---------- --------- ----------
Other comprehensive income (loss), net of tax:
Foreign currency translation
adjustments (expense). . . . . . . . . . . (39) (216) (88) (496)
Unrealized holding gains (losses) arising
during period. . . . . . . . . . . . . . . (5) 7 0 (1)
---------- ---------- --------- ----------
Comprehensive income (loss). . . . . . . . . . $ 254 $ (945) $ 286 $(2,001)
========== ========== ========= ==========
Net income (loss) per share (basic). . . . . . $ 0.04 $ (0.11) $ 0.05 $ (0.22)
Net income (loss) per share (diluted). . . . . $ 0.04 $ (0.11) $ 0.05 $ (0.22)
Shares used in per share calculation:
Basic. . . . . . . . . . . . . . . . . . . . 7,078 6,799 7,021 6,785
Diluted. . . . . . . . . . . . . . . . . . . 7,251 6,799 7,244 6,785
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
<PAGE>
AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
November 30,
----------------------
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . . . . . . . . $ 374 $ (1,504)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Provision for doubtful accounts. . . . . . . . . . . (4) (16)
Depreciation and amortization. . . . . . . . . . . . 322 423
Deferred income taxes. . . . . . . . . . . . . . . . 93 (12)
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . (1,646) 159
Inventories . . . . . . . . . . . . . . . . . . . 1,030 (1,013)
Accounts payable. . . . . . . . . . . . . . . . . (668) 753
Accrued expenses and deferred revenue . . . . . . 857 (468)
Deferred lease commitment . . . . . . . . . . . . 55 --
Prepaid expenses and other. . . . . . . . . . . . (332) (810)
---------- ----------
Net cash provided by (used in) operating
activities . . . . . . . . . . . . . . . . . 81 (2,488)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of short-term investments. . . . . . . . . . . . . 2,022 635
Sale (purchase) of long-term investments. . . . . . . . (156) 2,220
Acquisition of property and equipment . . . . . . . . . (40) (287)
Increase in other assets. . . . . . . . . . . . . . . . (56) (228)
---------- ----------
Net cash provided by investing
activities . . . . . . . . . . . . . . . . . 1,770 2,340
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt and capital lease principal payments . . (73) (94)
Proceeds from issuance of common stock and
exercise of stock options . . . . . . . . . . . . . . 884 170
Repurchase of common stock . . . . . . . . . . . . . . (67) (50)
---------- ----------
Net cash provided by financing
activities . . . . . . . . . . . . . . . . . 744 26
---------- ----------
Effect of exchange rates on cash. . . . . . . . . . . . (92) 52
---------- ----------
Net increase (decrease) in cash and cash
equivalents. . . . . . . . . . . . . . . . . 2,503 (70)
Cash and cash equivalents, beginning of period. . . . . 8,323 5,336
---------- ----------
Cash and cash equivalents, end of period. . . . . . . . $10,826 $ 5,266
========== ==========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
<PAGE>
AEHR TEST SYSTEMS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED NOVEMBER 30, 2000
(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, 2000. 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
<PAGE>
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 diluted, during each period using the
treasury stock method.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
November 30, November 30,
--------------------- ---------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(in thousands, except per share amounts)
(unaudited)
<S> <C> <C> <C> <C>
Basic EPS:
Net income (loss). . . . . . . . . . $ 298 $ (736) $ 374 $(1,504)
========== ========== ========== ==========
Denominator: Weighted average common
shares outstanding . . . . . . . . 7,078 6,799 7,021 6,785
========== ========== ========== ==========
Net income (loss) per share (basic). $ 0.04 $ (0.11) $ 0.05 $ (0.22)
========== ========== ========== ==========
Diluted EPS:
Denominator: Weighted average common
shares outstanding . . . . . . . . 7,078 6,799 7,021 6,785
Options . . . . . . . . . . . . . . 173 -- 223 --
---------- ---------- ---------- ----------
Total Shares . . . . . . . . . . . . 7,251 6,799 7,244 6,785
========== ========== ========== ==========
Net income (loss) per share (diluted) $ 0.04 $ (0.11) $ 0.05 $ (0.22)
========== ========== ========== ==========
</TABLE>
3. INVENTORIES
Inventories are comprised of the following (in thousands):
<TABLE>
<CAPTION>
November 30, May 31,
2000 2000
(unaudited)
----------- -----------
<S> <C> <C>
Raw materials and sub-assemblies $ 3,890 $ 4,164
Work in process 5,878 6,299
Finished goods 306 720
----------- -----------
$10,074 $11,183
=========== ===========
</TABLE>
7
<PAGE>
4. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 137 ("SFAS 137"), "Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133." SFAS 137 amends Statement of Financial
Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities," to defer its effective date to all fiscal
quarters of all fiscal years beginning after June 15, 2000. SFAS 133
establishes accounting and reporting standards for derivative instruments
including standalone instruments, as forward currency exchange contracts and
interest rate swaps or embedded derivatives and requires that these
instruments be marked-to-market on an ongoing basis. These market value
adjustments are to be included either in the income statement or stockholders'
equity, depending on the nature of the transaction. We are required to adopt
SFAS 133 in the first quarter of our fiscal year 2002. We are in process of
evaluating the effect of SFAS 133 on our financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements," which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the Securities and
Exchange Commission. SAB 101 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosures related to revenue
recognition policies. The Staff Accounting Bulletin was amended in June 2000
to delay the implementation date to the fourth quarter of fiscal year 2001.
We are currently evaluating SAB 101 and its effects on the Company's revenue
recognition policies and practices.
In April 2000, the Financial Accounting Standards Board ("FASB") issued
FASB interpretation of No. 44 ("FIN 44"), "Accounting for Certain Transactions
Involving Stock Compensation," an interpretation of Accounting Principles
Board ("APB") Opinion No. 25. Among other issues, this interpretation
clarifies the definition of employees for purposes of applying APB Opinion No.
25, the criteria for determining whether a plan qualifies as a non-
compensatory plan, the accounting consequence of various modifications to the
terms of a previously fixed stock option or award and the accounting for an
exchange of stock compensation awards in a business combination. This
interpretation is effective July 1, 2000, but certain conclusions in the
interpretation cover specific events that occur after either December 15, 1998
or January 12, 2000. To the extent that this interpretation covers events
occurring during the period after December 15, 1998, or January 12, 2000, but
before the effective date of July 1, 2000, the effect of applying this
interpretation is recognized on a prospective basis from July 1, 2000. The
Company adopted the provisions of FIN 44 as of the required effective dates.
The adoption of this interpretation did not have a material effect on the
Company's financial position or results of operations.
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 Consolidated
Financial Statements and the related Notes thereto included herein. The
following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements that involve risks
and uncertainties. The Company's actual results of operations could differ
materially from those anticipated in such forward-looking statements as a
result of certain factors set forth under "Factors That May Affect Future
Results of Operations."
8
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth items in the Company's Consolidated
Statements of Operations as a percentage of net sales for the periods
indicated.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
November 30, November 30,
---------------------- --------------------
2000 1999 2000 1999
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . . 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales. . . . . . . . . . . . . . . . . 62.0 78.8 62.0 76.7
---------- ---------- --------- ----------
Gross profit . . . . . . . . . . . . . . . . . 38.0 21.2 38.0 23.3
---------- ---------- --------- ----------
Operating expenses:
Selling, general and administrative. . . . . 21.0 33.6 22.2 37.1
Research and development . . . . . . . . . . 15.0 21.2 14.8 24.9
Research and development cost
reimbursement - DARPA. . . . . . . . . . . (3.3) (4.3) (1.7) (4.9)
---------- ---------- --------- ----------
Total operating expenses . . . . . . . . 32.6 50.5 35.3 57.1
---------- ---------- --------- ----------
Income (loss) from operations. . . . . . . . . 5.4 (29.3) 2.6 (33.8)
Interest income . . . . . . . . . . . . . . . 2.6 4.2 2.6 5.1
Interest expense . . . . . . . . . . . . . . . -- -- -- (0.1)
Other income (expense), net . . . . . . . . . (0.8) 5.2 (0.4) 6.3
---------- ---------- --------- ----------
Income (loss) before income taxes. . . . . . . 7.1 (19.9) 4.8 (22.5)
Income tax expense (benefit) . . . . . . . . . 3.8 (8.2) 2.7 (8.4)
---------- ---------- --------- ----------
Net income (loss). . . . . . . . . . . . . . . 3.3 % (11.7)% 2.1 % (14.1)%
========== ========== ========= ==========
</TABLE>
THREE MONTHS ENDED NOVEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED NOVEMBER
30, 1999
NET SALES. Net sales consist primarily of sales of systems, die carriers,
test fixtures, upgrades and spare parts and revenues from service contracts.
Revenue for all products except royalties is recognized upon shipment of
product provided no significant obligations remain and collectability is
probable. Provision for the estimated future cost of warranty and
installation is recorded at the time the products are shipped. Actual
warranty and installation costs incurred have not materially differed from
those provided. Royalty revenue related to PTB licensing income is recognized
when paid by the licensees. This income is recorded in net sales. Net sales
increased to $9.0 million in the three months ended November 30, 2000 from
$6.3 million in the three months ended November 30, 1999, an increase of
42.8%. The increase in net sales resulted primarily from increased shipments
of dynamic burn-in products of approximately $4.9 million, partially offset by
a decrease in shipments of MTX products of approximately $2.3 million. The
Company anticipates that net sales in the third quarter of fiscal 2001 will be
at about the same level as, or slightly down from, the net sales in the second
quarter of fiscal 2001.
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. Gross profit increased to $3.4 million
in the three months ended November 30, 2000 from $1.3 million in the three
months ended November 30, 1999, an increase of 155.3%. Gross profit margin
increased to 38.0% in the three months ended November 30, 2000 from 21.2% in
the three months ended November 30, 1999. The increase in gross profit margin
was primarily the result of decreased provisions for warranty and inventory
reserves, and lower material costs as a percentage of sales primarily as a
result of a change in product mix. The Company anticipates that gross margin
in the third quarter of fiscal 2001 will increase compared with the third
quarter of fiscal 2000.
9
<PAGE>
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 decreased to $1.9 million in the three months ended November 30, 2000
from $2.1 million in the three months ended November 30, 1999, a decrease of
10.8%. The decrease in SG&A expenses was primarily due to decreases in
product support expenses. As a percentage of net sales, SG&A expenses
decreased to 21.0% in the three months ended November 30, 2000 from 33.6% in
the three months ended November 30, 1999, reflecting higher net sales.
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
were unchanged at $1.3 million in the three months ended November 30, 2000 and
in the three months ended November 30, 1999. As a percentage of net sales,
R&D expenses decreased to 15.0% in the three months ended November 30, 2000
from 21.2% in the three months ended November 30, 1999, reflecting higher net
sales.
RESEARCH AND DEVELOPMENT COST REIMBURSEMENT - DARPA. Research and
development cost reimbursement - DARPA ("R&D - DARPA") is a credit
representing reimbursements by Defense Advanced Research Projects Agency
("DARPA"), a U.S. government agency, of costs incurred in the Company's wafer-
level burn-in development project. R&D - DARPA increased to $300,000 in the
three months ended November 30, 2000 from $268,000 in the three months ended
November 30, 1999, an increase of 11.9%. Payments by DARPA depend on
satisfaction of development milestones, and the level of payments may vary
significantly from quarter to quarter. As of November 30, 2000, an additional
milestone was completed, invoiced, and approved, but had not yet been paid by
DARPA. Subsequent to November 30, 2000, that invoice, in the amount of
$300,000, was paid in full. The two final milestones of this agreement, with
invoice amounts of $200,000 and $100,000, respectively, were completed,
approved and paid during the third quarter of fiscal 2001. It is not expected
that there will be any additional R&D - DARPA credits recorded after the third
quarter of fiscal 2001. There can be no assurance that the development
project will result in any marketable products.
INTEREST INCOME. Interest income decreased to $230,000 in the three
months ended November 30, 2000 from $264,000 in the three months ended
November 30, 1999, a decrease of 12.9%. The decrease in interest income was
related to a lower level of cash and investments.
INTEREST EXPENSE. Interest expense was unchanged at $3,000 in the three
months ended November 30, 2000 and in the three months ended November 30,
1999.
OTHER INCOME (EXPENSE), NET. Other expense, net was $74,000 in the three
months ended November 30, 2000, compared with other income, net of $325,000 in
the three months ended November 30, 1999, primarily due to foreign currency
exchange losses recorded by the Company and its subsidiaries in the three
months ended November 30, 2000 versus foreign currency exchange gains recorded
in the three months ended November 30, 1999.
INCOME TAX EXPENSE (BENEFIT). Income tax expense was $337,000 in the
three months ended November 30, 2000, compared with income tax benefit of
$519,000 in the three months ended November 30, 1999. The income tax expense
in the three months ended November 30, 2000 was primarily due to the tax
expense recorded as a result of income earned in the Company's U.S.
operations. The income tax benefit in the three months ended November 30,
1999 was primarily due to the tax benefit recorded as a result of losses
incurred in the Company's U.S. operations. Such tax benefit will be carried
back to previous fiscal years in which the Company paid taxes when its U.S.
operations were profitable. The Company's Japanese subsidiary experienced
significant cumulative losses since fiscal 1993, and thus generated certain
10
<PAGE>
net operating losses available to offset future taxes payable in Japan. As a
result of the subsidiary's cumulative operating losses, a valuation allowance
has been established for the full amount of the subsidiary's net deferred tax
assets. The 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 the Company's Japanese subsidiary.
SIX MONTHS ENDED NOVEMBER 30, 2000 COMPARED TO SIX MONTHS ENDED NOVEMBER 30,
1999
NET SALES. Net sales increased to $17.6 million in the six months ended
November 30, 2000 from $10.7 million in the six months ended November 30,
1999, an increase of 64.8%. The increase in net sales resulted primarily from
increased shipments of dynamic burn-in products of approximately $10.6
million, partially offset by a decrease in shipments of MTX products of
approximately $4.0 million.
GROSS PROFIT. Gross profit increased to $6.7 million in the six months
ended November 30, 2000 from $2.5 million in the six months ended November 30,
1999, an increase of 168.0%. Gross profit margin increased to 38.0% in the
six months ended November 30, 2000 from 23.3% in the six months ended November
30, 1999. The increase in gross profit margin was primarily the result of a
change in product mix, resulting in lower material costs as a percentage of
sales, and decreased provisions for warranty and inventory reserves.
SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses were unchanged at $3.9
million in the six months ended November 30, 2000 and in the six months ended
November 30, 1999. As a percentage of net sales, SG&A expenses decreased to
22.2% in the six months ended November 30, 2000 from 37.1% in the six months
ended November 30, 1999, reflecting higher net sales.
RESEARCH AND DEVELOPMENT. R&D expenses decreased to $2.6 million in the
six months ended November 30, 2000 from $2.7 million in the six months ended
November 30, 1999, a decrease of 2.0%. The decrease in R&D expenses was
primarily due to a decrease in engineering project material expenses. As a
percentage of net sales, R&D expenses decreased to 14.8% in the six months
ended November 30, 2000 from 24.9% in the six months ended November 30, 1999,
reflecting higher net sales.
RESEARCH AND DEVELOPMENT COST REIMBURSEMENT - DARPA. R&D - DARPA
decreased to $300,000 in the six months ended November 30, 2000 from $516,000
in the six months ended November 30, 1999, a decrease of 41.9%. Payments by
DARPA depend on satisfaction of development milestones, and the level of
payments may vary significantly from quarter to quarter.
INTEREST INCOME. Interest income decreased to $463,000 in the six months
ended November 30, 2000 from $540,000 in the six months ended November 30,
1999, a decrease of 14.3%. The decrease in interest income was related to a
lower level of cash and investments.
INTEREST EXPENSE. Interest expense was unchanged at $6,000 in the six
months ended November 30, 2000 and in the six months ended November 30, 1999.
OTHER INCOME (EXPENSE), NET. Other expense, net was $74,000 in the six
months ended November 30, 2000, compared with other income, net of $666,000 in
the six months ended November 30, 1999, primarily due to foreign currency
exchange losses recorded by the Company and its subsidiaries in the six months
ended November 30, 2000 versus foreign currency exchange gains recorded in the
six months ended November 30, 1999.
INCOME TAX EXPENSE (BENEFIT). Income tax expense was $470,000 in the six
months ended November 30, 2000, compared with income tax benefit of $895,000
in the six months ended November 30, 1999. The income tax expense in the six
months ended November 30, 2000 was primarily due to the tax expense recorded
as a result of income earned in the Company's U.S. operations. The income tax
11
<PAGE>
benefit in the six months ended November 30, 1999 was primarily due to the tax
benefit recorded as a result of losses incurred in the Company's U.S.
operations. Such tax benefit will be carried back to previous fiscal years in
which the Company paid taxes when its U.S. operations were profitable. The
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 the Company's 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,
2000, the Company had $16.2 million in cash and short-term investments.
Net cash provided by operating activities was approximately $81,000 for
the six months ended November 30, 2000, and net cash used in operating
activities was approximately $2.5 million for the six months ended November
30, 1999. For the six months ended November 30, 2000, net cash provided by
operating activities was due primarily to a decrease in inventory of $1.0
million, an increase in accrued expenses and deferred revenue of $857,000, and
the net income of $374,000, partially offset by increases in accounts
receivable of $1.6 million and accounts payable of $668,000. For the six
months ended November 30, 1999, net cash used in operating activities was due
primarily to the net loss of $1.5 million and increases in inventory of $1.0
million and in prepaid expenses and other of $810,000, partially offset by an
increase in accounts payable of $753,000.
Net cash provided by investing activities was approximately $1.8 million
and $2.3 million for the six months ended November 30, 2000 and November 30,
1999, respectively. The cash provided by investing activities during the six
months ended November 30, 2000 was primarily due to the sale of short-term
investments. The cash provided by investing activities during the six months
ended November 30, 1999 was primarily due to the sale of both long-term and
short-term investments.
Financing activities provided cash of approximately $744,000 in the six
months ended November 30, 2000 and $26,000 in the six months ended November
30, 1999. The cash provided by financing activities during the six months
ended November 30, 2000 was primarily due to the proceeds from issuance of
common stock and exercise of stock options. The cash provided by financing
activities during the six months ended November 30, 1999 was primarily due to
the proceeds from issuance of common stock and exercise of stock options,
partially offset by the long-term debt principal payments and the Company's
repurchase of common shares.
As of November 30, 2000, the Company had working capital of $31.6 million,
compared with $30.4 million as of May 31, 2000. Working capital consists of
cash and cash equivalents, short-term investments, accounts receivable,
inventory and other current assets, less current liabilities. The increase in
working capital was primarily due to an increase in accounts receivable, a
decrease in accounts payable and an increase in cash and short-term
investments, partially offset by a decrease in inventories and an increase in
accrued expenses.
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, 2000, the Company has repurchased
323,000 shares at an average price of $4.17.
12
<PAGE>
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 2001. After fiscal
2001, 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
This report on Form 10-Q contains forward-looking statements within the
meaning of the Securities Act of 1933, as amended and the Securities Exchange
Act of 1934, as amended. The Company's future results of operations could
vary significantly from the results anticipated by such forward-looking
statements as a result of various factors, including those set forth as
follows and elsewhere in this quarterly report on Form 10-Q.
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 selling price from
approximately $100,000 to $1.0 million. 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 $5.2
million and $4.6 million in fiscal 2000 and 1999, respectively. The Company
also incurred operating losses of $2.1, $4.2 and $2.4 million in fiscal 1995,
1994 and 1993, respectively. The Company operated profitably 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 to Siemens (the
semiconductor group of Siemens is now known as Infineon). In fiscal 1998, the
Company began to feel the industry slowdown due to uncertainties caused
primarily by the financial crisis in Asia and DRAM overcapacity and recorded
an operating loss in fiscal 1999 and 2000. The Company anticipates that net
sales in the third quarter of fiscal 2001 will be at about the same level as,
or slightly down from, the net sales in the second quarter of fiscal 2001.
Although the Company returned to profitability in the first two quarters of
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<PAGE>
fiscal 2001 and the Company's goal is to remain profitable in the third
quarter of fiscal 2001, there can be no assurance that the Company's net sales
will continue to rebound or that the Company will remain profitable in the
remaining quarters of fiscal 2001 or in later years.
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 and the market for MTX systems
is still in the early stages of development. 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. There can be no assurance that the Company's strategy
will be successful. 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.
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 64.3%, 62.7% and 75.2% of its net sales in fiscal
2000, 1999 and 1998, respectively. Sales to the Company's five largest
customers accounted for approximately 62.7% of its net sales in the six months
ended November 30, 2000. 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. During
fiscal 1999, Infineon (formerly the semiconductor group of Siemens), Texas
Instruments and Motorola accounted for 21.9%, 18.1% and 11.9% of the Company's
net sales, respectively. During fiscal 1998, Infineon and Motorola accounted
for 47.0% and 12.8% of the Company's net sales, respectively. No other
customers represented more than 10% of the Company's net sales for fiscal
2000, 1999 and 1998. 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 73.3%,
72.7% and 70.5% of the Company's net sales for fiscal 2000, 1999 and 1998,
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. In recent years, turmoil in the Asian financial markets resulted, and
may result in the future, in dramatic currency devaluations, stock market
14
<PAGE>
declines, restriction of available credit and general financial weakness. In
addition, DRAM prices have fallen dramatically 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 1999, and that the uncertainty of the DRAM market may cause some
manufacturers to again delay capital spending plans. Such developments could
have a material adverse affect 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.
UNCERTAINTIES RELATING TO DARPA FUNDING FOR RESEARCH AND DEVELOPMENT. In
1994, the Company entered into a cost-sharing agreement with DARPA, a U.S.
government agency, under which DARPA was providing co-funding for the
development of wafer-level burn-in and test equipment. The contract provided
for payments by DARPA totaling up to $6.5 million. The Company had completed
certain development milestones and received DARPA payment of $5.9 million
through November 30, 2000. As of November 30, 2000, an additional milestone
was completed, invoiced, and approved, but had not yet been paid by DARPA.
Subsequent to November 30, 2000, that invoice, in the amount of $300,000, was
paid in full. The two final milestones of this agreement, with invoice
amounts of $200,000 and $100,000, respectively, were completed, approved and
paid during the third quarter of fiscal 2001. It is not expected that there
will be any additional R&D - DARPA credits recorded after the third quarter of
fiscal 2001. There can be no assurance that the development project will
result in any marketable products.
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 dynamic 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. Also, the MAX
dynamic burn-in system faces severe competition from manufacturers of
monitored burn-in systems. The Company's DiePakr products face significant
competition. The Company believes that several companies, including Yamaichi
and Texas Instruments, have developed or are developing products that compete
with the Company's DiePak products. 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 two companies to make Performance Test Boards ("PTBs") for use
15
<PAGE>
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 other memories
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
1998, 1999 and 2000. A large portion of the Company's net sales is
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, and 1998. The Company is seeing a slowdown
in spending by a number of the Company's customers, a trend which has been
noted previously by other companies in the semiconductor equipment industry.
Some of the Company's customers have delayed their placement of orders. New
orders for the MTX massively parallel memory tester may be delayed because of
the excess production capacity of DRAMs, which is currently being reported by
industry analysts. There can be no assurance that the Company will not be
materially adversely affected by future cancellations and reschedulings.
DEPENDENCE ON SUBCONTRACTORS; SOLE OR LIMITED SOURCES OF SUPPLY. The
Company's MTX, MAX and ATX systems contain several components, including
environmental chambers, power supplies and certain ICs, which are currently
supplied by only one or a limited number of suppliers. The DiePak products
include an interconnect substrate which has primarily been supplied by Nitto
Denko Corporation. The Company has qualified an alternate supplier for the
DiePak substrate. 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.
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
16
<PAGE>
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.
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.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Certain of the statements and subject areas contained herein in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that are not based on historical or current facts deal with or may
be impacted by potential future circumstances and developments. Such
statements and the discussion of such subject areas involve, and are therefore
qualified by, the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from the Company's
actual future experience involving any one or more of such subject areas. The
Company has attempted to identify, in context, certain of the factors that it
currently believes may cause actual future experience and results to differ
from current expectations regarding the relevant statement or subject area.
The Company's operations and results may be subject to the effect of other
risks and uncertainties in addition to the relevant qualifying factors
17
<PAGE>
identified herein, including but not limited to, cyclicality and seasonality
in the industries to which the Company sells its products, the impact of
competitive products and pricing, extraordinary fluctuations in the pricing
and supply of the Company's raw materials, volatility of commodities markets,
unanticipated developments in the areas of environmental compliance and other
risks and uncertainties identified from time to time in the Company's reports
filed with the Securities and Exchange Commission.
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, 2000.
The Company is exposed to financial market risks, including changes in
interest rates and foreign currency exchange rates. To somewhat reduce these
risks, 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.
The Company has long-term debt that carries fixed interest rates.
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 Japanese 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 $182,000.
PART II - OTHER INFORMATION
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The following information is provided as an amendment to the initial
report on Form 10-K "Use of Proceeds from the IPO," regarding the use of
proceeds from the sale of securities under the Company's Registration
Statement Form S-1 (333-28987), which was declared effective on August 18,
1997. From the effective date of the Registration Statement, the net proceeds
have been used for the following purposes:
Purchase and installation of machinery and equipment $ 2,479,274
Repayment of indebtedness 4,455,179
Working capital 18,677,820
Temporary investments, including cash and cash equivalents 1,220,024
------------
Total $26,832,297
============
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<PAGE>
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held an Annual Meeting of Shareholders on October 24, 2000.
There were issued and outstanding on September 8, 2000, the record date,
7,015,078 shares of Common Stock. There were present at said meeting in
person and by proxy Shareholders of the Company who were holders of 6,488,274
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.
<TABLE>
<CAPTION>
NOMINEE VOTES FOR VOTES WITHHELD
<S> <C> <C>
Rhea J. Posedel 6,107,568 380,706
William W.R. Elder 6,109,274 379,000
Mukesh Patel 6,109,274 379,000
Mario M. Rosati 6,108,074 380,200
</TABLE>
Proposal Two: Amendment to the 1996 Stock Option Plan to increase the number
of shares issuable thereunder by 300,000 shares.
<TABLE>
<CAPTION>
VOTES
<S> <C>
FOR 4,865,759
AGAINST 1,610,438
ABSTAIN 12,077
</TABLE>
Proposal Three: Ratification of Appointment of PricewaterhouseCoopers LLP as
the Company's Independent Public Accountants for fiscal 2001.
<TABLE>
<CAPTION>
VOTES
<S> <C>
FOR 6,471,054
AGAINST 13,470
ABSTAIN 3,750
</TABLE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed by the Company
during the quarter ended November 30, 2000.
19
<PAGE>
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 12, 2001 /s/ RHEA J. POSEDEL
---------------
Rhea J. Posedel
Chief Executive Officer and
Chairman of the Board of Directors
Date: January 12, 2001 /s/ GARY L. LARSON
--------------
Gary L. Larson
Vice President of Finance and
Chief Financial Officer
20
