AEHR TEST SYSTEMS - Quarter Report: 2017 November (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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)

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.

Yes X      No ___

Yes X      No ___

 

Non-accelerated filer  ___                                 Smaller reporting company X

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.  ___

 

 

AEHR TEST SYSTEMS

 

FORM 10-Q

 

FOR THE QUARTER ENDED NOVEMBER 30, 2017

 

INDEX

 

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at November 30, 2017 and May 31, 2017	4
Condensed Consolidated Statements of Operations for the Three and Six Months Ended November 30, 2017 and 2016	5
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended November 30, 2017 and 2016	6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2017 and 2016	7
Notes to Condensed Consolidated Financial Statements	8
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3. Quantitative and Qualitative Disclosures About Market Risks	25
ITEM 4. Controls and Procedures	26
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings	27
ITEM 1A. Risk Factors	27
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
ITEM 3. Defaults Upon Senior Securities	27
ITEM 4. Mine Safety Disclosures	27
ITEM 5. Other Information	27
ITEM 6. Exhibits	27
SIGNATURES	28
Index to Exhibits	29

 

PART I. FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS (Unaudited)

 

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

 

	November 30,	May 31,
	2017	2017
		(1)
ASSETS
Current assets:
Cash and cash equivalents	$9,959	$17,803
Short-term investments	5,969	--
Accounts receivable, net	3,490	4,010
Inventories	8,225	6,604
Prepaid expenses and other current assets	2,098	961
Total current assets	29,741	29,378
Property and equipment, net	1,166	1,419
Other assets	94	95
Total assets	$31,001	$30,892
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$1,789	2,808
Accrued expenses	1,607	1,609
Customer deposits and deferred revenue, short-term	3,142	3,467
Total current liabilities	6,538	7,884
Long-term debt	6,110	6,110
Deferred revenue, long-term	251	104
Total liabilities	12,899	14,098
Aehr Test Systems shareholders' equity:
Common stock, $0.01 par value:
Authorized: 75,000 shares; Issued and outstanding: 21,797 shares and 21,340 shares at November 30, 2017 and May 31, 2017, respectively	218	213
Additional paid-in capital	82,304	81,128
Accumulated other comprehensive income	2,306	2,249
Accumulated deficit	(66,707)	(66,777)
Total Aehr Test Systems shareholders' equity	18,121	16,813
Noncontrolling interest	(19)	(19)
Total shareholders' equity	18,102	16,794
Total liabilities and shareholders' equity	$31,001	$30,892

 

 

 

The accompanying notes are an integral part of these

condensed consolidated financial statements.

 

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

	Three Months Ended		Six Months Ended
	November 30,		November 30,
	2017	2016	2017	2016
Net sales	$7,923	$4,216	$14,893	$9,534
Cost of sales	4,792	2,753	8,844	5,865
Gross profit	3,131	1,463	6,049	3,669
Operating expenses:
Selling, general and administrative	1,854	1,707	3,645	3,423
Research and development	1,090	1,040	2,045	2,100
Total operating expenses	2,944	2,747	5,690	5,523
Income (loss) from operations	187	(1,284)	359	(1,854)
Interest expense, net	(105)	(181)	(212)	(359)
Other (expense) income, net	(7)	43	(67)	40
Income (loss) before income tax expense	75	(1,422)	80	(2,173)
Income tax expense	(15)	(30)	(10)	(34)
Net income (loss)	60	(1,452)	70	( 2,207)
Less: Net income attributable to the noncontrolling interest	--	--	--	--
Net income (loss) attributable to Aehr Test Systems common shareholders	$60	$(1,452)	$70	$(2,207)
Net income (loss) per share
Basic	$0.00	$(0.09)	$0.00	$(0.15)
Diluted	$0.00	$(0.09)	$0.00	$(0.15)
Shares used in per share calculations:
Basic	21,645	16,029	21,531	14,673
Diluted	22,883	16,029	22,937	14,673

 

 

The accompanying notes are an integral part of these

condensed consolidated financial statements.

 

 

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, unaudited)

 

	Three Months Ended		Six Months Ended
	November 30,		November 30,
	2017	2016	2017	2016
Net income (loss)	$60	$(1,452)	$70	$(2,207)
Other comprehensive income (loss), net of tax:     Net change in unrealized loss on investments	(3)	--	(3)	--
Net change in cumulative translation adjustments	1	(55)	60	(48)
Total comprehensive income (loss)	58	(1,507)	127	(2,255)
Less: Comprehensive income attributable to the noncontrolling interest	--	2	--	1
Comprehensive income (loss), attributable to Aehr Test Systems common shareholders	$58	$(1,509)	$127	$(2,256)

 

 

The accompanying notes are an integral part of these

condensed consolidated financial statements.

 

 

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

	Six Months Ended
	November 30,
	2017	2016
Cash flows from operating activities:
Net income (loss)	$70	$(2,207)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation expense	580	534
(Recovery of) provision for doubtful accounts	(14)	12
Amortization of debt issuance costs	--	89
Depreciation and amortization	190	129
Changes in operating assets and liabilities:
Accounts receivable	592	(972)
Inventories	(1,249)	1,335
Prepaid expenses and other current assets	(1,135)	(138)
Accounts payable	(1,005)	721
Accrued expenses	5	(201)
Customer deposits and deferred revenue	(178)	(739)
Income taxes payable	(9)	21
Net cash used in operating activities	(2,153)	(1,416)
Cash flows from investing activities:
Purchases of investments	(5,972)	--
Purchases of property and equipment	(313)	(88)
Net cash used in investing activities	(6,285)	(88)
Cash flows from financing activities:
Proceeds from issuance of common stock under private placement, net of issuance costs	--	5,299
Proceeds from issuance of common stock under employee plans, net of taxes paid related to share settlement of equity awards	601	463
Net cash provided by financing activities	601	5,762
Effect of exchange rates on cash and cash equivalents	(7)	(43)
Net (decrease) increase in cash and cash equivalents	(7,844)	4,215
Cash and cash equivalents, beginning of period	17,803	939
Cash and cash equivalents, end of period	$9,959	$5,154
Supplemental disclosure of non-cash flow information:
Fair value of common stock issued to settle accounts payable	$--	$323
Transfers of property and equipment to inventories	$372	$372

 

 

The accompanying notes are an integral part of these

condensed consolidated financial statements.

 

 

AEHR TEST SYSTEMS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

 

    The accompanying financial information has been prepared by Aehr Test Systems, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (GAAP) have been condensed or omitted pursuant to such rules and regulations.

 

    In the opinion of management, the unaudited condensed consolidated financial statements for the interim periods presented have been prepared on a basis consistent with the May 31, 2017 audited consolidated financial statements and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the condensed consolidated financial position and results of operations as of and for such periods indicated. These unaudited condensed 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, 2017. 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.

 

    PRINCIPLES OF CONSOLIDATION. The condensed 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. For the Company’s majority owned subsidiary, Aehr Test Systems Japan K.K., the noncontrolling interest of the portion the Company does not own was reflected on the Condensed Consolidated Balance Sheets in Shareholders’ Equity and in the Condensed Consolidated Statements of Operations.

 

    ACCOUNTING ESTIMATES. The preparation of financial statements in conformity with GAAP 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. Estimates are used to account for sales and revenue allowances, the allowance for doubtful accounts, inventory valuations, income taxes, stock-based compensation expenses, and product warranties, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates.

 

    REVENUE RECOGNITION. The Company recognizes revenue upon the shipment of products or the performance of services when: (1) persuasive evidence of the arrangement exists; (2) goods or services have been delivered; (3) the price is fixed or determinable; and (4) collectibility is reasonably assured. When a sales agreement involves multiple deliverables, such as extended support provisions, training to be supplied after delivery of the systems, and test programs specific to customers’ routine applications, the multiple deliverables are evaluated to determine the unit of accounting. Judgment is required to properly identify the accounting units of multiple element transactions and the manner in which revenue is allocated among the accounting units. Judgments made, or changes to judgments made, may significantly affect the timing or amount of revenue recognition.

 

    Revenue related to the multiple elements is allocated to each unit of accounting using the relative selling price hierarchy. Consistent with accounting guidance, the selling price is based upon vendor specific objective evidence (VSOE). If VSOE is not available, third party evidence (TPE) is used to establish the selling price. In the absence of VSOE or TPE, estimated selling price is used.

 

    During the first quarter of fiscal 2013, the Company entered into an agreement with a customer to develop a next generation system, and the Company shipped the first system in July 2016. The project identifies multiple milestones with values assigned to each. The consideration earned upon achieving the milestone is required to meet the following conditions prior to recognition: (i) the value is commensurate with the vendor’s performance to meet the milestone, (ii) it relates solely to past performance, (iii) and it is reasonable relative to all of the deliverables and payment terms within the arrangement. Revenue is recognized for the milestone upon acceptance by the customer.

 

    The Company recognizes revenue in certain circumstances before physical delivery has occurred. In these arrangements, among other things, risk of ownership has passed to the customer, the customer has made a written fixed commitment to purchase the products, the customer has requested the products be held for future delivery as scheduled and designated by them, and no additional performance obligations exist by the Company. For these transactions, the products are segregated from inventory and normal billing and credit terms granted.

 

    Sales tax collected from customers is not included in net sales but rather recorded as a liability due to the respective taxing authorities. Provisions for the estimated future cost of warranty and installation are recorded at the time the products are shipped.

 

    Royalty-based revenue related to licensing income from performance test boards and burn-in boards is recognized upon the earlier of the receipt by the Company of the licensee’s report related to its usage of the licensed intellectual property or upon payment by the licensee.

 

    The Company’s terms of sales with distributors are generally FOB shipping point with payment due within 60 days. All products go through in-house testing and verification of specifications before shipment. Apart from warranty reserves, credits issued have not been material as a percentage of net sales. The Company’s distributors do not generally carry inventories of the Company’s products. Instead, the distributors place orders with the Company at or about the time they receive orders from their customers. The Company’s shipment terms to our distributors do not provide for credits or rights of return. Because the Company’s distributors do not generally carry inventories of our products, they do not have rights to price protection or to return products. At the time the Company ships products to the distributors, the price is fixed. Subsequent to the issuance of the invoice, there are no discounts or special terms. The Company does not give the buyer the right to return the product or to receive future price concessions. The Company’s arrangements do not include vendor consideration.

 

    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017. There have been no significant changes in our significant accounting policies during the six months ended November 30, 2017.

 

 

2. STOCK-BASED COMPENSATION

 

    Stock-based compensation expense consists of expenses for stock options, restricted stock units, or RSUs, and employee stock purchase plan, or ESPP, purchase rights. Stock-based compensation cost for stock options and ESPP purchase rights are measured at each grant date, based on the fair value of the award using the Black-Scholes option valuation model, and is recognized as expense over the employee’s requisite service period. This model was developed for use in estimating the value of publicly traded options that have no vesting restrictions and are fully transferable. The Company’s employee stock options have characteristics significantly different from those of publicly traded options. For RSUs, stock-based compensation cost is based on the fair value of the Company’s common stock at the grant date. All of the Company’s stock-based compensation is accounted for as an equity instrument. See Notes 11 and 12 in the Company’s Annual Report on Form 10-K for fiscal 2017 filed on August 29, 2017 for further information regarding the 2016 Equity Incentive Plan and the Amended and Restated 2006 ESPP.

 

  

  The following table summarizes the stock-based compensation expense related to the Company’s stock-based incentive plans for the three and six months ended November 30, 2017 and 2016 (in thousands):

 

	Three Months Ended		Six Months Ended
	November 30,		November 30,
	2017	2016	2017	2016
Stock-based compensation in the form of employee stock options, RSUs and ESPP purchase rights, included in:
Cost of sales	$57	$23	$79	$47
Selling, general and administrative	218	141	368	388
Research and development	89	51	133	99
Total stock-based compensation	$364	$215	$580	$534

 

    As of November 30, 2017 and 2016, there were no stock-based compensation costs capitalized as part of inventory.

 

    During the three months ended November 30, 2017 and 2016, the Company recorded stock-based compensation related to stock options and RSUs of $207,000 and $185,000, respectively. During the six months ended November 30, 2017 and 2016, the Company recorded stock-based compensation related to stock options and RSUs of $408,000 and $464,000, respectively.

 

    As of November 30, 2017, the total compensation cost related to unvested stock-based awards under the Company’s 2016 Equity Incentive Plans, but not yet recognized, was approximately $1,316,000, which is net of estimated forfeitures of $3,000. This cost will be amortized on a straight-line basis over a weighted average period of approximately 2.5 years.

 

    During the three months ended November 30, 2017 and 2016, the Company recorded stock-based compensation related to the ESPP of $157,000 and $30,000, respectively. During the six months ended November 30, 2017 and 2016, the Company recorded stock-based compensation related to the ESPP of $172,000 and $70,000, respectively. The increase in the three and six months ended November 30, 2017 is primarily due to employees increasing their ESPP elections during the current ESPP purchase period.

 

    As of November 30, 2017, the total compensation cost related to purchase rights under the ESPP but not yet recognized was approximately $49,000. This cost will be amortized on a straight-line basis over a weighted average period of approximately 0.3 years.

 

Valuation Assumptions

 

    Valuation and Amortization Method. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model and a single option award approach. The fair value under the single option approach is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

 

    Expected Term. The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as evidenced by changes to the terms of its stock-based awards.

 

    Volatility. Volatility is a measure of the amounts by which a financial variable such as stock price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses the historical volatility for the past four or five years, which matches the expected term of most of the option grants, to estimate expected volatility. Volatility for each of the ESPP’s four time periods of six months, twelve months, eighteen months, and twenty-four months is calculated separately and included in the overall stock-based compensation cost recorded.

 

 

    Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of the stock awards including the ESPP.

 

    Fair Value. The fair value of the Company’s stock options granted to employees for the three and six months ended November 30, 2017 and 2016 were estimated using the following weighted average assumptions in the Black-Scholes option valuation model:

 

	Three Months Ended		Six Months Ended
	November 30,		November 30,
	2017	2016	2017	2016
Expected term (in years)	4	4	4	4
Volatility	0.74	0.81	0.77	0.81
Risk-free interest rate	1.92%	1.10%	1.77%	1.02%
Weighted average grant date fair value	$1.93	$1.66	$2.22	$1.09

 

    There were no ESPP purchase rights granted for the three and six months ended November 30, 2017 and 2016.

 

    The following tables summarize the Company’s stock option and RSU transactions during the three and six months ended November 30, 2017 (in thousands):

 

	Available
	Shares
Balance, May 31, 2017	2,169
Options granted	(224)
RSUs granted	(64)
Shares cancelled	--
Balance, August 31, 2017	1,881
Options granted	(41)
RSUs granted	--
Shares cancelled	--
Balance, November 30, 2017	1,840

 

 

    The following table summarizes the stock option transactions during the three and six months ended November 30, 2017 (in thousands, except per share data):

 

	Outstanding Options
		Weighted
	Number	Average	Aggregate
	of	Exercise	Intrinsic
	Shares	Price	Value
Balances, May 31, 2017	3,074	$1.73	$8,763
Options granted	224	$3.93
Options cancelled	--	$--
Options exercised	(189)	$1.23
Balances, August 31, 2017	3,109	$1.92	$4,612
Options granted	41	$3.46
Options cancelled	--	$--
Options exercised	(132)	$1.46
Balances, November 30, 2017	3,018	$1.96	$2,230
Options fully vested and expected to vest at November 30, 2017	2,984	$1.95	$2,220

   

 The options outstanding and exercisable at November 30, 2017 were in the following exercise price ranges (in thousands, except per share data):

 

	Options Outstanding			Options Exercisable
	at November 30, 2017			at November 30, 2017
Range of Exercise Prices	Number Outstanding Shares	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price	Number Exercisable Shares	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price	Aggregate Intrinsic Value
$0.59-$0.97	424	1.31	$0.68	424	1.31	$0.68
$1.09-$1.36	645	2.11	$1.27	645	2.10	$1.27
$1.68-$2.06	487	4.73	$1.74	276	4.03	$1.79
$2.10-$2.81	1,197	4.01	$2.45	953	3.99	$2.47
$3.46-$3.93	265	6.66	$3.88	22	6.66	$3.88
$0.59-$3.93	3,018	3.57	$1.96	2,320	3.00	$1.74	$1,985

 

    The total intrinsic value of options exercised during the three and six months ended November 30, 2017 was $269,000 and $745,000, respectively. The total intrinsic value of options exercised during the three and six months ended November 30, 2016 was $359,000 and $411,000, respectively. The weighted average remaining contractual life of the options exercisable and expected to be exercisable at November 30, 2017 was 3.56 years.

 

    There were no RSUs granted to employees for the three months ended November 30, 2017 or 2016. During the six months ended November 30, 2017, RSUs for 64,000 shares were granted. The market value on the date of the grant of these RSUs was $3.93 per share. During the six months ended November 30, 2016, RSUs for 138,000 shares were granted. The market value on the date of the grant of these RSUs was $1.68 per share. 4,000 and 7,000 RSUs became fully vested during the three and six months ended November 30, 2017, respectively. 89,000 RSUs were unvested at November 30, 2017. The intrinsic value of the unvested RSUs at November 30, 2017 was $227,000.

 

 

3. EARNINGS PER SHARE

 

    Basic earnings per share is determined using the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined using the weighted average number of common shares and potential common shares (representing the dilutive effect of stock options, RSUs and ESPP shares) outstanding during the period using the treasury stock method.

 

    The following table presents the computation of basic and diluted net income (loss) per share attributable to the Company’s common shareholders (in thousands, except per share data):

 

	Three Months Ended		Six Months Ended
	November 30,		November 30,
	2017	2016	2017	2016
Numerator: Net income (loss)	$60	$(1,452)	$70	$(2,207)
Denominator for basic net income (loss) per share:
Weighted average shares outstanding	21,645	16,029	21,531	14,673
Shares used in basic net income (loss) per share calculation	21,645	16,029	21,531	14,673
Effect of dilutive securities	1,238	--	1,406	--
Denominator for diluted net income (loss) per share	22,883	16,029	22,937	14,673
Basic net income (loss) per share	$0.00	$(0.09)	$0.00	$(0.15)
Diluted net income (loss) per share	$0.00	$(0.09)	$0.00	$(0.15)

 

    For the purpose of computing diluted earnings per share, the weighted average number of potential common shares does not include stock options with an exercise price greater than the average fair value of the Company’s common stock for the period, as the effect would be anti-dilutive. Stock options to purchase 263,000 shares of common stock were outstanding as of November 30, 2017 but were not included in the computation of diluted net income per share, because the inclusion of such shares would be anti-dilutive. In the three and six months ended November 30, 2016, potential common shares have not been included in the calculation of diluted net loss per share as the effect would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for this period are the same. Stock options to purchase 3,229,000 shares of common stock, RSUs for 72,000 shares and ESPP rights to purchase 246,000 ESPP shares were outstanding as of November 30, 2016, but were not included in the computation of diluted net loss per share, because the inclusion of such shares would be anti-dilutive. The 2,657,000 shares convertible under the convertible notes outstanding at November 30, 2017 and 2016 were not included in the computation of diluted net income (loss) per share, because the inclusion of such shares would be anti-dilutive.

 

 

4. CASH, CASH EQUIVALENTS AND INVESTMENTS

 

    The following table summarizes the Company’s cash, cash equivalents and investments by security type at November 30, 2017 (in thousands):

 

 

	Cost	Gross Unrealized Loss	Estimated Fair Value
Cash	$1,802	$--	$1,802
Cash equivalents:
Money market funds	4,164	--	4,164
U.S. Treasury securities	3,993	--	3,993
Total Cash equivalents	8,157	--	8,157
Total Cash and Cash equivalents	$9,959	$--	$9,959
Short-term investments:
U.S. Treasury securities	$5,972	$3	$5,969
Total Cash, Cash equivalents and Investments	$15,931	$3	$15,928

 

    Unrealized gains and temporary losses on investments classified as available-for-sale are included within accumulated other comprehensive income ("AOCI"), net of any related tax effect. Upon realization, those amounts are reclassified from AOCI to results of operations.

 

    The unrealized loss as of November 30, 2017 is not considered other-than-temporary.

 

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

    The Company’s financial instruments are measured at fair value consistent with authoritative guidance. This authoritative guidance defines fair value, establishes a framework for using fair value to measure assets and liabilities, and disclosures required related to fair value measurements.

 

    The guidance establishes a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

 

Level 1 - instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.

 

Level 2 - instrument valuations are obtained from readily-available pricing sources for comparable instruments.

 

Level 3 - instrument valuations are obtained without observable market values and require a high level of judgment to determine the fair value.

 

    The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of November 30, 2017 (in thousands):

 

	Balance as of
	November 30, 2017	Level 1	Level 2	Level 3
Money market funds	$4,164	$4,164	$--	$--
U.S. Treasury securities	9,962	9,962	--	--
Certificate of deposit	50	--	50	--
Assets	$14,176	$14,126	$50	$--

 

The U.S. Treasury securities have maturities of three and six months.

 

     The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of May 31, 2017 (in thousands):

 

	Balance as of
	May 31, 2017	Level 1	Level 2	Level 3
Money market funds	$15,516	$15,516	$--	$--
Certificate of deposit	50	--	50	--
Assets	$15,566	$15,516	$50	$--

 

    There were no financial liabilities measured at fair value as of November 30, 2017 and May 31, 2017.

 

    There were no transfers between Level 1 and Level 2 fair value measurements during the three and six months ended November 30, 2017.

 

    The carrying amounts of financial instruments including cash, cash equivalents, receivables, accounts payable and certain other accrued liabilities, approximate fair value due to their short maturities. Based on the borrowing rates currently available to the Company for loans with similar terms, the carrying value of the debt approximates the fair value.

 

    The Company has, at times, invested in debt and equity of private companies, and may do so again in the future, as part of its business strategy.

 

 

6. ACCOUNTS RECEIVABLE, NET

 

    Accounts receivable represent customer trade receivables and is presented net of allowances for doubtful accounts of $47,000 at November 30, 2017 and $61,000 at May 31, 2017. Accounts receivable are derived from the sale of products throughout the world to semiconductor manufacturers, semiconductor contract assemblers, electronics manufacturers and burn-in and test service companies. The Company’s allowance for doubtful accounts is based upon historical experience and review of trade receivables by aging category to identify specific customers with known disputes or collection issues. Uncollectible receivables are recorded as bad debt expense when all efforts to collect have been exhausted and recoveries are recognized when they are received.

 

 

7. INVENTORIES

 

    Inventories are comprised of the following (in thousands):

 

	November 30,	May 31,
	2017	2017
Raw materials and sub-assemblies	$5,020	$4,268
Work in process	2,970	2,059
Finished goods	235	277
	$8,225	$6,604

 

 

8. SEGMENT INFORMATION

 

    The Company operates in one reportable segment: the design, manufacture and marketing of advanced test and burn-in products to the semiconductor manufacturing industry.

 

    The following presents information about the Company’s operations in different geographic areas. Net sales are based upon ship-to location (in thousands).

 

 

 

	United
	States	Asia	Europe	Total
Three months ended November 30, 2017:
Net sales	$1,964	$5,909	$50	$7,923
Property and equipment, net	1,116	39	11	1,166
Six months ended November 30, 2017:
Net sales	$3,254	$11,569	$70	$14,893
Property and equipment, net	1,116	39	11	1,166
Three months ended November 30, 2016:
Net sales	$1,709	$2,256	$251	$4,216
Property and equipment, net	740	39	14	793
Six months ended November 30, 2016:
Net sales	$4,873	$4,166	$495	$9,534
Property and equipment, net	740	39	14	793

 

    The Company’s Japanese and German subsidiaries primarily comprise the foreign operations. Substantially all of the sales of the subsidiaries are made to unaffiliated Japanese or European customers. Net sales from outside the United States include those of Aehr Test Systems Japan K.K. and Aehr Test Systems GmbH.

 

    Sales to the Company’s five largest customers accounted for approximately 94% and 96% of its net sales in the three and six months ended November 30, 2017, respectively. Two customers accounted for approximately 43% and 34% of the Company’s net sales in the three months ended November 30, 2017. Two customers accounted for approximately 43%, and 39% of the Company’s net sales in the six months ended November 30, 2017. Sales to the Company’s five largest customers accounted for approximately 96% and 95% of its net sales in the three and six months ended November 30, 2016, respectively. Two customers accounted for approximately 60% and 22% of the Company’s net sales in the three months ended November 30, 2016. Three customers accounted for approximately 50%, 19% and 16% of the Company’s net sales in the six months ended November 30, 2016. No other customers represented more than 10% of the Company’s net sales in the six months ended November 30, 2017 and 2016.

 

 

9. PRODUCT WARRANTIES

 

    The Company provides for the estimated cost of product warranties at the time revenues are recognized on the products shipped. 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 standard warranty period is one year for systems and ninety days for parts and service.

 

    The following is a summary of changes in the Company's liability for product warranties during the three and six months ended November 30, 2017 and 2016 (in thousands):

 

 

 

	Three Months Ended		Six Months Ended
	November 30,		November 30,
	2017	2016	2017	2016
Balance at the beginning of the period	$119	$90	$113	$155
Accruals for warranties issued during the period	152	11	246	11
Accruals and adjustments (change in estimates) related to pre-existing warranties during the period	--	--	--	(54)
Settlement made during the period (in cash or in kind)	(138)	(29)	(226)	(40)
Balance at the end of the period	$133	$72	$133	$72

 

    The accrued warranty balance is included in accrued expenses on the accompanying condensed consolidated balance sheets.

 

 

10. ACCUMULATED OTHER COMPREHENSIVE INCOME

 

    Changes in the components of AOCI, net of tax, were as follows (in thousands):

 

	Cumulative Translation Adjustments	Unrealized Loss on Investments, Net	Total
Balance at May 31, 2017	$2,249	$--	$2,249
Other comprehensive income (loss) before  reclassifications	60	(3)	57
Amounts reclassified out of AOCI	--	--	--
Other comprehensive income (loss), net of tax	60	(3)	57
Balance at November 30, 2017	$2,309	$(3)	$2,306

 

 

11. INCOME TAXES

 

    Income taxes have been provided using the liability method whereby deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and net operating loss and tax credit carryforwards measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse or the carryforwards are utilized. Valuation allowances are established when it is determined that it is more likely than not that such assets will not be realized.

 

    Since fiscal 2009, a full valuation allowance was established against all deferred tax assets as management determined that it is more likely than not that certain deferred tax assets will not be realized.

 

    The Company accounts for uncertain tax positions consistent with authoritative guidance. The guidance prescribes a “more likely than not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company does not expect any material change in its unrecognized tax benefits over the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income taxes.

 

    Although the Company files U.S. federal, various state, and foreign tax returns, the Company’s only major tax jurisdictions are the United States, California, Germany and Japan. Tax years 1997 - 2016 remain subject to examination by the appropriate governmental agencies due to tax loss carryovers from those years.

 

   On December 22, 2017, the "Tax Cuts and Jobs Act" was signed into law, significantly impacting several sections of the Internal Revenue Code. The Company is currently analyzing the impact of these changes and therefore an estimate of the impact to income taxes is not yet available. 

 

 

12. CUSTOMER DEPOSITS AND DEFERRED REVENUE, SHORT-TERM

 

    Customer deposits and deferred revenue, short-term (in thousands):

 

	November 30,	May 31,
	2017	2017
Customer deposits	$2,755	$3,264
Deferred revenue	387	203
	$3,142	$3,467

 

 

13. LONG-TERM DEBT

 

    On April 10, 2015, the Company entered into a Convertible Note Purchase and Credit Facility Agreement (the “Purchase Agreement”) with QVT Fund LP and Quintessence Fund L.P. (the “Purchasers”) providing for (a) the Company’s sale to the Purchasers of $4,110,000 in aggregate principal amount of 9.0% Convertible Secured Notes due 2017 (the “Convertible Notes”) and (b) a secured revolving loan facility (the “Credit Facility”) in an aggregate principal amount of up to $2,000,000. On August 22, 2016 the Purchase Agreement was amended to extend the maturity date of the Convertible Notes to April 10, 2019, decrease the conversion price from $2.65 per share to $2.30 per share, decrease the forced conversion price from $7.50 per share to $6.51 per share, and allow for additional equity awards.

 

    The Convertible Notes bear interest at an annual rate of 9.0% and will mature on April 10, 2019 unless repurchased or converted prior to that date. Interest is payable quarterly on March 1, June 1, September 1 and December 1 of each year. Debt issuance costs of $356,000, which were accreted over the term of the original loan using the effective interest rate method, were offset against the loan balance.

 

    The conversion price for the Convertible Notes is $2.30 per share and is subject to adjustment upon the occurrence of certain specified events. Holders may convert all or any part of the principal amount of their Convertible Notes in integrals of $10,000 at any time prior to the maturity date. Upon conversion, the Company will deliver shares of its common stock to the holder of Convertible Notes electing such conversion. The Company may not redeem the Convertible Notes prior to maturity.

 

    The maximum amount of $2,000,000 drawn against the Credit Facility has been converted to Convertible Notes, and at November 30, 2017 there was no remaining balance available to be drawn on the Credit Facility.

 

    The Company’s obligations under the Purchase Agreement are secured by substantially all of the assets of the Company.

 

 

14. RECENT ACCOUNTING PRONOUNCEMENTS

 

    In May 2014, as part of its ongoing efforts to assist in the convergence of GAAP and International Financial Reporting Standards (“IFRS”), the Financial Accounting Standards Board (“FASB”) issued an accounting standard update related to revenue from contracts with customers. This standard sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The standard provides alternative methods of initial adoption and will become effective for the Company beginning in the first quarter of fiscal 2019. The FASB has issued several updates to the standard which i) defer the original effective date from January 1, 2017 to January 1, 2018, while allowing for early adoption as of January 1, 2017. ii) clarify the application of the principal versus agent guidance. and iii) clarify the guidance on inconsequential and perfunctory promises and licensing. In May 2016, the FASB issued an update to address certain narrow aspects of the guidance including collectibility criterion, collection of sales taxes from customers, noncash consideration, contract modifications and completed contracts. This issuance does not change the core principle of the guidance in the initial topic issued in May 2014. In December 2016, the FASB issued updated guidance regarding revenue from contracts with customers. Some topics that could impact the Company include corrections and improvements around the following: contract costs impairment testing, disclosure of remaining performance obligations and prior period obligations, contract modifications, and contract asset versus receivable. The Company is currently evaluating the impact of adopting this new guidance on its consolidated financial statements.

 

    In July 2015, the FASB issued an accounting standard update that requires management to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted this new standard in fiscal year 2018. The adoption of this guidance does not have a significant impact on the Company’s consolidated financial statements.

 

    In November 2015, the FASB issued an accounting standard update related to deferred tax assets and liabilities. This standard simplifies the presentation of deferred income taxes to be classified as noncurrent in the consolidated balance sheet. The Company adopted this new standard in fiscal year 2018. The adoption of this guidance does not have a significant impact on the Company’s consolidated financial statements.

 

    In January 2016, the FASB issued an accounting standard update related to recognition and measurement of financial assets and financial liabilities. This standard changes accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. In addition, it clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. This standard is effective for us in fiscal year 2020. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.

 

    In February 2016, the FASB issued authoritative guidance related to leases. This guidance requires management to present all leases greater than one year on the balance sheet as a liability to make payments and an asset as the right to use the underlying asset for the lease term. This new standard will be effective for us in fiscal year 2020, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its consolidated financial statements.

 

    In March 2016, the FASB released an accounting standard update that simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this new standard in fiscal year 2018. The adoption of this guidance does not have a significant impact on the Company’s consolidated financial statements.

 

 

    In June 2016, the FASB issued an accounting standard update that requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2021 on a modified retrospective basis, and early adoption in fiscal 2020 is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

 

    In August 2016, the FASB issued authoritative guidance related to the classification of certain cash receipts and cash payments on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2019 on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated statements of cash flows.

 

    In October 2016, the FASB issued an accounting standard update that requires recognition of the income tax consequences of intra-entity transfers of assets (other than inventory) at the transaction date. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2019 on a modified retrospective basis, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

 

    In November 2016, the FASB issued authoritative guidance related to statements of cash flows. This guidance clarifies that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of period total amounts shown on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2019 on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.

 

 

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 should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes that appear elsewhere in this report and with our Annual Report on Form 10-K for the fiscal year ended May 31, 2017 and the consolidated financial statements and notes thereto.

 

    In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this report, including those made by our management, other than statements of historical fact, are forward-looking statements. These statements typically may be identified by the use of forward-looking words or phrases such as "believe," "expect," "intend," "anticipate," "should," "planned," "estimated," and "potential," among others and include, but are not limited to, statements concerning our expectations regarding our operations, business, strategies, prospects, revenues, expenses, costs and resources. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those anticipated results or other expectations reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and other factors beyond our control, and in particular, the risks discussed in “Part II, Item 1A. Risk Factors” and those discussed in other documents we file with the SEC. All forward-looking statements included in this document are based on our current expectations, and we undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

 

OVERVIEW

 

    We were founded in 1977 to develop and manufacture burn-in and test equipment for the semiconductor industry. Since our inception, we have sold more than 2,500 systems to semiconductor manufacturers, semiconductor contract assemblers and burn-in and test service companies worldwide. Our principal products currently are the Advanced Burn-in and Test System, or ABTS, the FOX full wafer contact parallel test and burn-in system, WaferPak contactors, the DiePak carrier and test fixtures.

 

    Our net sales consist primarily of sales of systems, WaferPak contactors, DiePak Carriers, test fixtures, upgrades and spare parts, revenues from service contracts, and engineering development charges. Our selling arrangements may include contractual customer acceptance provisions, which are mostly deemed perfunctory or inconsequential, and installation of the product occurs after shipment and transfer of title.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

    Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us 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 ongoing basis, we evaluate our estimates, including those related to customer programs and incentives, product returns, bad debts, inventories, income taxes, financing operations, warranty obligations, and long-term service contracts. Our estimates are derived from historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Those results 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. For a discussion of the critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended May 31, 2017.

 

    There have been no material changes to our critical accounting policies and estimates during the six months ended November 30, 2017 compared to those discussed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2017.

 

 

RESULTS OF OPERATIONS

 

    The following table sets forth items in our unaudited 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,
	2017	2016	2017	2016
Net sales	100.0%	100.0%	100.0%	100.0%
Cost of sales	60.5	65.3	59.4	61.5
Gross profit	39.5	34.7	40.6	38.5
Operating expenses:
Selling, general and administrative	23.4	40.5	24.5	35.9
Research and development	13.7	24.7	13.7	22.0
Total operating expenses	37.1	65.2	38.2	57.9
Income (loss) from operations	2.4	(30.5)	2.4	(19.4)
Interest expense, net	(1.3)	(4.3)	(1.4)	(3.8)
Other (expense) income, net	(0.2)	1.1	(0.5)	0.4
Income (loss) before income tax expense	0.9	(33.7)	0.5	(22.8)
Income tax expense	(0.1)	(0.7)	--	(0.3)
Net income (loss)	0.8	(34.4)	0.5	(23.1)
Less: Net income attributable to the noncontrolling interest	--	--	--	--
Net income (loss) attributable to Aehr Test Systems common shareholders	0.8%	(34.4)%	0.5%	(23.1)%