UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
of 1934
Date of
Report (Date of earliest event reported)
January 7, 2021
AEHR TEST SYSTEMS
(Exact
name of registrant as specified in its charter)
|
California
|
|
000-22893
|
|
94-2424084
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
400 KATO TERRACE,
FREMONT, CA 94539
|
|
(Address
of principal executive offices, including zip code)
|
|
|
|
510-623-9400
|
|
(Registrant’s
telephone number, including area code)
|
|
|
|
N/A
|
|
(Former
name or former address, if changed since last report)
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
Trading
|
Name of
each exchange on which registered
|
|
|
Symbol(s)
|
|
|
Common
Stock, par value $0.01 per share
|
AEHR
|
The
NASDAQ Capital Market
|
Item 2.02. Results of Operations and Financial
Condition.
On
January 7, 2021, Aehr Test Systems, or the Company, issued a press
release announcing the Company’s financial results for its
second quarter of fiscal year 2021 ended November 30, 2020. A copy
of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
The
information in this Form 8-K, including the exhibit attached
hereto, are being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities
Act of 1934, as amended, or the Exchange Act, or otherwise subject
to the liabilities of that Section, or incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
|
Press
Release of Aehr Test Systems dated January 7, 2021 entitled
“Aehr Test Systems Reports Second Quarter Fiscal 2021
Financial Results.”
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
Aehr Test
Systems
(Registrant)
|
|
|
|
|
|
|
|
Date: January 7,
2021
|
By:
|
/s/ Kenneth B.
Spink
|
|
|
|
|
Kenneth B.
Spink
|
|
|
|
|
Vice President of
Finance and
Chief Financial
Officer
|
|
FOR IMMEDIATE RELEASE
Contacts:
|
Aehr Test Systems
|
MKR
Investor Relations Inc.
|
|
Ken
Spink
|
Todd
Kehrli or Jim Byers
|
|
Chief
Financial Officer
|
Analyst/Investor
Contact
|
|
(510)
623-9400 x309
|
(323)
468-2300
|
|
|
|
Aehr Test Systems Reports Second Quarter Fiscal 2021 Financial
Results
Fremont, CA (January 7, 2021) – Aehr Test Systems (NASDAQ: AEHR),
a worldwide supplier of semiconductor
test and reliability qualification equipment, today announced financial results for its second
quarter of fiscal 2021 ended November 30, 2020.
Fiscal Second Quarter Financial Results:
●
Net
sales were $1.7 million, compared to $6.9 million in the second
quarter of fiscal 2020.
●
GAAP
net loss was $2.0 million, or $0.08 per diluted share, compared to
GAAP net income of $251,000, or $0.01 per diluted share, in the
second quarter of fiscal 2020.
●
Non-GAAP net loss was $1.7 million, or $0.07 per
diluted share, which excludes the impact of stock-based compensation, compared
to non-GAAP net income of $456,000, or $0.02 per diluted share, in
the second quarter of fiscal 2020.
●
Backlog
as of November 30, 2020 was $1.1 million.
Fiscal First Six Months Financial Results:
●
Net sales were $3.7
million, compared to $12.4 million in the first six months of
fiscal 2020.
●
GAAP net loss was
$1.9 million, or $0.08 per diluted share, compared to a GAAP net
loss of $162,000, or $0.01 per diluted share, in the first six
months of fiscal 2020.
●
Non-GAAP net loss
was $3.7 million, or $0.16 per diluted share, which excludes the impact of stock-based
compensation and non-cash net gain of $2.2 million and a tax
benefit of $215,000 related to the closure of Aehr’s
Japan subsidiary during the first quarter. This compared to
non-GAAP net income of $242,000, or $0.01 per diluted share, in the
first six months of fiscal 2020.
An explanation of the use of non-GAAP financial measures and a
reconciliation of Aehr’s non-GAAP financial measures to the
most directly comparable GAAP financial measures can be found in
the accompanying tables.
Fiscal First Six Months COVID-19 Related Business
Impacts:
●
Bookings and Revenue Negatively
Impacted by COVID-19 – Bookings and revenues during the first six months
of fiscal 2021 were negatively impacted due to several
customer-specific production ramp delays and push outs due to
COVID-19 related impacts. Aehr continues to be optimistic about
generating significant bookings and revenue increases in the second
half of the 2021 fiscal year compared to the first
half.
Aehr
Test Systems Reports Second Quarter Fiscal 2021 Financial
Results
January 7, 2021
Page
2 of 7
●
New Customer Evaluations and
Orders Experienced Delays – While Aehr continues to engage in ongoing
discussions with a large number of potential new customers, these
discussions have been slowed by travel-related restrictions due to
the COVID-19 pandemic and related precautions taken by several new
potential customers worldwide, including policies for limited
on-site engineers, which have delayed evaluations and initial
orders for Aehr’s systems and consumable products in the
first six months of fiscal 2021.
●
Temporary Cost Reductions
Implemented in Response to Delays in Expected Orders and Revenue
– During the first
quarter of fiscal 2021, Aehr implemented temporary expense
reductions across Aehr including executive staff pay reductions due
to customer order push outs and delays in production ramps. These
changes resulted in total cost savings of over $550,000 in the
second quarter of fiscal 2021.
Fiscal Second Quarter and Recent Business Highlights:
●
Received $4.3
million initial order from a new customer that is a supplier of
sensors to a major mobile device manufacturer for a FOX-XP™
production test and burn-in system, a set of DiePak Carriers®,
and a FOX Automated DiePak
loader / unloader for a new high-volume application for production
test and burn-in of mobile sensors. Aehr was selected due to the
unique technical capabilities and cost effectiveness of its
solution critical to this application, which will require 100%
test, burn-in, traceability and validation of the
devices.
●
Received a design win and an initial
order for multiple DiePak Carriers for test and
burn-in of
next generation sensor modules
for mobile devices, expanding deployment of
its test
solutions to additional devices with this large multinational
customer. The customer will use
these Aehr proprietary DiePaks for production qualification, test,
and burn-in of these devices prior to volume production orders for
additional DiePaks forecasted for later in Aehr’s current
fiscal year.
●
Since the beginning of fiscal third quarter, Aehr
has received multiple follow-on orders and is seeing an increase in
bookings forecasts for its proprietary
WaferPakTM
and
DiePak consumables across
multiple market segments including silicon photonics, silicon
carbide, mobile sensors, and flash memory for Aehr’s
installed base of FOX multi-wafer and singulated die/module test
systems. These orders reflect capacity and
consumable needs for previously
announced new design wins as well as recent new design wins from
customers for devices in these key market
segments.
Gayn Erickson, President and CEO of Aehr Test Systems,
commented:
“As we anticipated last quarter, our revenue and bookings for
the first half of our fiscal year were impacted by the continued
challenging global business environment created by the COVID-19
pandemic and several customer specific production ramp delays and
push outs of forecasted orders. These customers continue to
indicate they believe the push outs are temporary and that they
will require additional system capacity and consumables this fiscal
year, and we continue to be optimistic about the second half of the
year for significant bookings and revenue increases over the first
half.
“At the start of the third quarter, we were excited to
receive a new design win for a new high-volume application for
production test and burn-in of mobile sensors, which began with an
initial $4.3 million order from this new customer that is a
supplier of sensors to a major mobile device manufacturer. This
initial test cell is expected to ship during the current fiscal
third quarter and we expect follow-on capacity orders from this
customer later in the current fiscal year for additional test
system capacity, DiePak Carriers and our DiePak auto loader
solution for handling.
Aehr
Test Systems Reports Second Quarter Fiscal 2021 Financial
Results
January 7, 2021
Page
3 of 7
“Since the beginning of this fiscal third quarter, we have
also seen an increase in bookings and forecasts for additional
WaferPaks and DiePaks consumables for our installed base of
systems, reflecting customer capacity and consumable needs for our
previously announced new design wins. We are forecasting additional
DiePaks and WaferPaks orders during the second half of the 2021
fiscal year from our installed base for applications in silicon
photonics, silicon carbide, mobile sensors, and flash memory market
segments.
“As we’ve noted before, Aehr’s proprietary test
and burn-in solutions include customized WaferPaks and DiePaks that
are needed not only for new systems orders but also for each new
device design or new device added to production test. As we
increase our installed base of FOX systems with current and new
customers, particularly with our FOX-NPTM and FOX-XP multi
wafer and singulated die/module test and burn-in
systems, we expect our consumables
business will continue to grow in absolute value and as a
percentage of our total sales. Over the long term, we expect to see a steady rate of more than 50
percent of our total annual revenue to come from these
consumables.
“We continue to receive specific forecasts from existing
customers for additional new capacity and expect additional
bookings and shipments/revenue for our systems and consumables.
These customers are in key growth segments that we have started to
penetrate including silicon photonics and silicon carbide, and
they have asked us to anticipate and secure specific capacity to
meet their needs and have indicated they expect to place orders for
this capacity this fiscal year. At the same time, COVID-19 related
impacts have affected our customers and have hindered our ability
to forecast the timing of these orders.
“Given this fiscal year’s guidance has been almost
entirely based on current customer forecasts, we are taking a more
conservative approach to our fiscal year forecast and revising our
revenue guidance for fiscal 2021 to be between $20 million and $25
million, while continuing to expect to be GAAP profitable for the
fiscal year. With a fiscal year second half revenue range of $16
million to $21 million, this new revenue range reflects
significantly increased revenue in the second half compared to
first half revenue of under $4 million.
“As we look to the second half of fiscal 2021, we remain
optimistic about the growth opportunities for our systems and
consumables within our installed base of customers, as well as our
ability to expand the number of customers using our family of
FOX-PTM solutions and have additional potential customer
engagements that could provide upside to our revenue for the fiscal
year. We maintain our confidence in the long-term demand for our
products, the attractiveness of the key markets that we serve, and
our belief that we will come out of this worldwide pandemic
stronger than we went in with more production customers, more
applications, and higher value products.”
Fiscal 2021 Financial Guidance:
For the
fiscal year ending May 31, 2021, Aehr is revising its expected
full year total revenue to between $20
million and $25 million, down from between $25 million and $28
million, and continues to expect to be profitable for the fiscal
year.
Management Conference Call and
Webcast
Aehr
Test Systems will host a conference call and webcast today at 5:00
p.m. Eastern (2:00 p.m. PT) to discuss its second quarter fiscal
2021 operating results. To access the call dial 800-437-2398 (+1 929-477-0577 outside the United States) and
give the participant pass code 4081095. In addition, a live and archived
webcast of the conference call will be available over the Internet
at www.aehr.com in
the Investor Relations section. A replay of the conference call
will also be available via telephone beginning approximately two
hours after conclusion of the call through 8:00 p.m. ET on January
14, 2021. To access the replay dial-in information, please
click
here.
Aehr
Test Systems Reports Second Quarter Fiscal 2021 Financial
Results
January 7, 2021
Page
4 of 7
About Aehr Test Systems
Headquartered
in Fremont, California, Aehr Test Systems is a worldwide provider
of test systems for burning-in and testing logic, optical and
memory integrated circuits and has installed over 2,500 systems worldwide.
Increased quality and reliability needs of the Automotive and
Mobility integrated circuit markets are driving additional test
requirements, incremental capacity needs, and new opportunities for
Aehr Test products in package, wafer level, and singulated
die/module level test. Aehr Test has developed and introduced
several innovative products, including the ABTSTM and
FOX-PTM
families of test and burn-in systems and FOX WaferPakTM Aligner, FOX-XP
WaferPak Contactor, FOX DiePak® Carrier and FOX
DiePak Loader. The ABTS system is used in production and
qualification testing of packaged parts for both lower power and
higher power logic devices as well as all common types of memory
devices. The FOX-XP and FOX-NP systems are full wafer contact and
singulated die/module test and burn-in systems used for burn-in and
functional test of complex devices, such as leading-edge memories,
digital signal processors, microprocessors, microcontrollers,
systems-on-a-chip, and integrated optical devices. The FOX-CP
system is a new low-cost single-wafer compact test and reliability
verification solution for logic, memory and photonic devices and
the newest addition to the FOX-P product family. The WaferPak
contactor contains a unique full wafer probe card capable of
testing wafers up to 300mm that enables IC manufacturers to perform
test and burn-in of full wafers on Aehr Test FOX systems. The
DiePak Carrier is a reusable, temporary package that enables IC
manufacturers to perform cost-effective final test and burn-in of
both bare die and modules. For more information, please visit Aehr
Test Systems’ website at www.aehr.com.
Safe Harbor Statement
This
press release contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements generally relate to future events or Aehr’s future
financial or operating performance. In some cases, you can identify
forward-looking statements because they contain words such as
"may," "will," "should," "expects," "plans," "anticipates,”
“going to,” "could," "intends," "target," "projects,"
"contemplates," "believes," "estimates," "predicts," "potential,"
or "continue," or the negative of these words or other similar
terms or expressions that concern Aehr’s expectations,
strategy, priorities, plans, or intentions. Forward-looking
statements in this press release include, but are not limited to,
Aehr’s ability to generate bookings and revenue increases in
the future, including the second half of fiscal 2021;future
requirements and orders of Aehr’s new and existing customers;
bookings forecasted for proprietary WaferPakTM and DiePak consumables across multiple market
segments; the
temporary nature of customer pushouts; shipping timelines for
products and follow-on capacity orders; the growth of Aehr’s
systems and consumables, including as a percentage of total sales;
financial guidance for fiscal 2021, including related to revenue
and profitability;Aehr’s ability to expand its number of
customers using its FOX-PTM solutions;the ability to secure potential customer
engagements; expectations related to long-term demand for
Aehr’s productions and the attractiveness of key markets; the
belief that Aehr will be stronger after the current worldwide
COVID-19 pandemic, including expectations related to greater
production, more customers, more applications, and higher value
products. The forward-looking statements contained in this press
release are also subject to other risks and uncertainties,
including those more fully described in Aehr’s Form
10-K for fiscal 2020, Form 10-Q for the first fiscal quarter of
fiscal 2021 and other reports filed from time to time with the
Securities and Exchange Commission. Aehr disclaims any obligation
to update information contained in any forward-looking statement to
reflect events or circumstances occurring after the date of this
press release.
– Financial Tables to Follow –
Aehr Test Systems Reports Second Quarter Fiscal 2021 Financial
Results
January 7, 2021
Page 5 of 7
AEHR TEST SYSTEMS
AND SUBSIDIARIES
|
Condensed
Consolidated Statements of Operations
|
(in thousands, except per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
$1,683
|
$2,012
|
$6,874
|
$3,695
|
$12,407
|
|
Cost of sales
|
1,306
|
1,785
|
3,672
|
3,091
|
6,934
|
|
Gross profit
|
377
|
227
|
3,202
|
604
|
5,473
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
Selling, general and
administrative
|
1,501
|
1,514
|
2,157
|
3,015
|
3,965
|
|
Research and
development
|
820
|
900
|
795
|
1,720
|
1,687
|
|
Total
operating expenses
|
2,321
|
2,414
|
2,952
|
4,735
|
5,652
|
|
|
|
|
|
|
|
|
(Loss)
income from operations
|
(1,944)
|
(2,187)
|
250
|
(4,131)
|
(179)
|
|
|
|
|
|
|
|
|
Interest (expense) income,
net
|
(12)
|
(13)
|
2
|
(25)
|
14
|
|
Net gain from dissolution of Aehr
Test Systems Japan
|
-
|
2,186
|
-
|
2,186
|
-
|
|
Other (expense) income,
net
|
(6)
|
(94)
|
5
|
(100)
|
15
|
|
|
|
|
|
|
|
|
(Loss)
income before income tax (expense) benefit
|
(1,962)
|
(108)
|
257
|
(2,070)
|
(150)
|
|
|
|
|
|
|
|
|
Income tax (expense)
benefit
|
(4)
|
215
|
(6)
|
211
|
(12)
|
|
|
|
|
|
|
|
|
Net
(loss) income
|
(1,966)
|
107
|
251
|
(1,859)
|
(162)
|
Net (loss) income attributable to
Aehr Test Systems common
shareholders
|
$(1,966)
|
$107
|
$251
|
$(1,859)
|
$(162)
|
|
|
|
|
|
|
|
|
Net (loss) income per
share
|
|
|
|
|
|
|
Basic
|
$(0.08)
|
$0.00
|
$0.01
|
$(0.08)
|
$(0.01)
|
|
Diluted
|
$(0.08)
|
$0.00
|
$0.01
|
$(0.08)
|
$(0.01)
|
|
|
|
|
|
|
|
|
Shares used in per share
calculations:
|
|
|
|
|
|
|
Basic
|
23,396
|
23,248
|
22,823
|
23,322
|
22,765
|
|
Diluted
|
23,396
|
23,455
|
22,912
|
23,322
|
22,765
|
-more-
Aehr Test Systems Reports Second Quarter Fiscal 2021 Financial
Results
January 7, 2021
Page 6 of 7
AEHR TEST SYSTEMS
AND SUBSIDIARIES
|
Reconciliation of
GAAP and Non-GAAP Results
|
(in thousands, except per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net (loss)
income
|
$(1,966)
|
$107
|
$251
|
$(1,859)
|
$(162)
|
|
Stock-based compensation
expense
|
257
|
270
|
205
|
527
|
404
|
Income from disolution of Aehr Test
Systesm Japan
|
-
|
(2,401)
|
-
|
(2,401)
|
-
|
|
Non-GAAP net (loss)
income
|
$(1,709)
|
$(2,024)
|
$456
|
$(3,733)
|
$242
|
|
|
|
|
|
|
|
|
GAAP net (loss) income per diluted
share
|
$(0.08)
|
$0.00
|
$0.01
|
$(0.08)
|
$(0.01)
|
|
Non-GAAP net (loss) income per
diluted share
|
$(0.07)
|
$(0.09)
|
$0.02
|
$(0.16)
|
$0.01
|
|
Shares used in GAAP diluted shares
calculation
|
23,396
|
23,455
|
22,912
|
23,322
|
22,765
|
|
Shares used in non-GAAP diluted
shares calculation
|
23,396
|
23,248
|
22,912
|
23,322
|
22,846
|
Non-GAAP net (loss) income is a
non-GAAP measure and should not be considered a replacement for
GAAP results. Non-GAAP net (loss) income is a financial measure the
Company uses to evaluate the underlying results and operating
performance of the business. The limitation of this measure is that
it excludes items that impact the Company's current period net
(loss) income. This limitation is best addressed by using this
measure in combination with net (loss) income (the most directly
comparable GAAP financial measure). These measures are not in
accordance with GAAP and may differ from non-GAAP methods of
accounting and reporting used by other
companies.
We
believe these measures enhance investors’ ability to review
the company’s business from the same perspective as the
company’s management and facilitate comparisons of this
period’s results with prior
periods.
-more-
Aehr Test Systems Reports Second Quarter Fiscal 2021 Financial
Results
January 7, 2021
Page 7 of 7
AEHR
TEST SYSTEMS AND SUBSIDIARIES
|
Condensed
Consolidated Balance Sheets
|
(in
thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash
and cash equivalents
|
$3,449
|
$6,313
|
$5,433
|
|
Accounts
receivable, net
|
1,429
|
1,116
|
3,717
|
|
Inventories
|
9,057
|
8,102
|
7,989
|
|
Prepaid
expenses and other
|
433
|
439
|
512
|
|
Total
current assets
|
14,368
|
15,970
|
17,651
|
|
|
|
|
|
|
Property and
equipment, net
|
683
|
622
|
663
|
|
Operating lease
right-of-use assets
|
1,918
|
1,952
|
2,107
|
|
Other
assets
|
142
|
147
|
153
|
|
Total
assets
|
$17,111
|
$18,691
|
$20,574
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$1,155
|
$809
|
$945
|
|
Accrued
expenses
|
1,344
|
1,373
|
1,439
|
|
Operating
lease liabilities, short-term
|
705
|
671
|
658
|
|
Customer
deposits and deferred revenue, short-term
|
66
|
387
|
170
|
|
Current
portion of long-term debt
|
1,213
|
933
|
653
|
|
Total
current liabilities
|
4,483
|
4,173
|
3,865
|
|
|
|
|
|
|
Operating lease
liabilities, long-term
|
1,361
|
1,432
|
1,605
|
|
Long-term debt, net
of current portion
|
466
|
746
|
1,026
|
|
Deferred revenue,
long-term
|
9
|
19
|
22
|
|
Total
liabilities
|
6,319
|
6,370
|
6,518
|
|
|
|
|
|
|
Aehr Test Systems
shareholders' equity
|
10,792
|
12,321
|
14,077
|
|
Noncontrolling
interest
|
-
|
-
|
(21)
|
|
Total
shareholders' equity
|
10,792
|
12,321
|
14,056
|
|
Total
liabilities and shareholders' equity
|
$17,111
|
$18,691
|
$20,574
|
# #
#