<SEC-DOCUMENT>0001040470-16-000089.txt : 20160324
<SEC-HEADER>0001040470-16-000089.hdr.sgml : 20160324
<ACCEPTANCE-DATETIME>20160324161151
ACCESSION NUMBER:		0001040470-16-000089
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160229
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160324
DATE AS OF CHANGE:		20160324

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AEHR TEST SYSTEMS
		CENTRAL INDEX KEY:			0001040470
		STANDARD INDUSTRIAL CLASSIFICATION:	INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825]
		IRS NUMBER:				942424084
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22893
		FILM NUMBER:		161527190

	BUSINESS ADDRESS:	
		STREET 1:		400 KATO TERRACE
		CITY:			FREMONT
		STATE:			CA
		ZIP:			94539
		BUSINESS PHONE:		5106239400

	MAIL ADDRESS:	
		STREET 1:		400 KATO TERRACE
		CITY:			FREMONT
		STATE:			CA
		ZIP:			94539
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>q316-e8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM 8-K

                                CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): March 24, 2016

                                Aehr Test Systems
             (Exact name of Registrant as specified in its charter)

          California                    000-22893             94-2424084
(State or other jurisdiction of  [Commission File Number]  (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                               400 Kato Terrace
                           Fremont, California 94539
         (Address of principal executive offices, including zip code)

                                 510-623-9400
             (Registrant's telephone number, including area code)

                                     N/A
         (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



<PAGE>
ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

          On March 24, 2016, Aehr Test Systems, or the Company, issued a press
release announcing the Company's financial results for its third quarter of
fiscal year 2016 ended February 29, 2016.  A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.

          The information in this Form 8-K, including the exhibit attached
hereto, are being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Act of 1934, as amended, or the Exchange Act, or
otherwise subject to the liabilities of that Section, or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

        (d)  Exhibits.

             Exhibit No.    Description
             -----------    -----------
             99.1           Press Release of Aehr Test Systems dated
                            March 24, 2016 entitled "Aehr Test Systems
                            Reports Third Quarter Fiscal 2016 Financial
                            Results."




<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 hereunto duly authorized.

                                               Aehr Test Systems
                                                  (Registrant)
Date:  March 24, 2016
                                          By:  /s/ Kenneth B. Spink
                                               -------------------------
                                               Kenneth B. Spink
                                               Vice President of Finance and
                                               Chief Financial Officer


<PAGE>
                               EXHIBIT INDEX

Exhibit
Number    Description
-------   ------------

99.1         Press Release of Aehr Test Systems dated March 24, 2016
             entitled "Aehr Test Systems Reports Third Quarter Fiscal
             2016 Financial Results."







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>q316-ex99.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>
                                                          Exhibit 99.1

[LOGO]AEHR TEST SYSTEMS

FOR IMMEDIATE RELEASE


Aehr Test Systems                         Investor Relations Contact:
Ken Spink                                 Todd Kehrli or Jim Byers
Chief Financial Officer                   MKR Group Inc.
(510) 623-9400 x309                       (323) 468-2300
                                          aehr@mkr-group.com


   Aehr Test Systems Reports Third Quarter Fiscal 2016 Financial Results
       Completes Approval and Acceptance of FOX-1PTM Next Generation
                         Test System Milestone


Fremont, CA (March 24, 2016) - Aehr Test Systems (NASDAQ: AEHR), a worldwide
supplier of semiconductor test and burn-in equipment, today announced
financial results for its third quarter of fiscal 2016 ended February
29, 2016.


Fiscal First Nine Months Financial Results:

- Net sales were $12.9 million, up 58% from $8.2 million in the first
  nine months of fiscal 2015.

- Non-GAAP net loss was $2.9 million, or $0.23 loss per diluted share,
  compared to a non-GAAP net loss of $4.1 million, or $0.34 loss per
  diluted share, in the same period a year ago.

- GAAP net loss was $3.7 million, or $0.29 loss per diluted share,
  compared to a GAAP net loss of $4.7 million, or $0.40 loss per diluted
  share, in the same period a year ago.


Fiscal Third Quarter Financial Results:

- Net sales were $1.7 million, compared to $2.0 million in the third
  quarter of fiscal 2015.

- Non-GAAP net loss was $2.8 million, or $0.21 loss per diluted share,
  compared to a non-GAAP net loss of $1.5 million, or $0.12 loss per
  diluted share, in the same quarter a year ago.

- GAAP net loss was $3.0 million, or $0.23 loss per diluted share,
  compared to a GAAP net loss of $1.7 million, or $0.14 loss per diluted
  share, in the same quarter a year ago.

- Non-GAAP and GAAP net losses include $0.6 million of one-time
  write-downs of excess and obsolete material associated with prior
  generations of products that have become obsolete with the release
  of new products and a final write-down of engineering material for
  the FOX-P program.


Recent Business Highlights:

- Completed customer approval and acceptance of the final test system
  milestone prior to shipment of the initial FOX-1P next generation
  Single Wafer Test system.

- Delivered and received customer acceptance of first FOX-XP Wafer
  Level Test and Burn-in System, multiple WaferPak Contactor designs
  and applications programs.

Gayn Erickson, President and CEO of Aehr Test Systems, commented:




<PAGE>
Aehr Test Systems Reports Third Quarter Fiscal 2016 Financial Results
March 24, 2016
Page 2 of 6


"As we noted last quarter, our short-fall of burn-in system orders coupled
with the delay in FOX-1P system shipments continues to negatively impact
our short-term financials. However, we continued to make significant
progress on the rollout of our next generation FOX-P platform of wafer
level test and burn-in products, which included achieving key milestones.

"We are excited to report today that the lead customer for our next
generation FOX-1P Single Wafer Test System has approved and accepted the
final test system milestone prior to shipment. We are very pleased with
the functionality and performance of the FOX-1P system and are now working
with the customer on final test and checkout of their wafer prober and
full wafer probe card.  These tests are expected to be completed within
the next several weeks prior to shipping the initial FOX-1P system to
the customer. Aehr Test has already built up the multiple systems in backlog
for this customer and we expect to ship these systems to the customer's
production site immediately upon final on-site acceptance of this initial
system.

"During the quarter, we delivered our first FOX-XP Wafer Level Test and
Burn-in System and received acceptance from our lead customer. The FOX-XP
system is currently successfully testing multiple different devices at
the wafer level for this customer's device qualifications.  With their
high quality focus and the need for reliability testing at the wafer level
for their sensors, this customer is an ideal lead customer for the FOX-XP
product line. While the first system was configured for a single wafer
for device qualifications, we continue to believe that this customer will
need a significant number of multi-wafer test cells to meet their device
volume shipments beginning in the fourth quarter of this calendar year
and will ramp through the entire calendar years 2017 and 2018.  The typical
selling price for a high volume production test cell ranges from $4 million
to $7 million. We are very optimistic about opportunities in the sensor
space from other customers as well.

"In addition, negotiations are progressing with our second lead customer
for our FOX-XP system, and we believe that they will place an initial
order within the current quarter for their first FOX-XP production test
cell.  This test cell is expected to include one or more FOX-XP multi-wafer
test systems, a FOX WaferPak Aligner, and an initial set of FOX-XP WaferPak
Contactors. This second FOX-XP customer is forecasting device capacity
growth that will drive the need for additional production burn-in capacity
for multiple years into the future.

"The market for our packaged part burn-in systems continues to be soft,
but we have the ability to turn and ship orders quickly.  As the FOX-1P
and FOX-XP products enter the market, we expect both our revenue and our
bottom line to increase substantially over the next year due to higher
ASPs and margins for those products.

"With the key FOX-1P customer milestone completed and the lead customer
sign-off of the FOX-XP system, we are very confident in the design and
performance of the core FOX-P family test system electronics and software.
We have now completed and proven multiple FOX-XP WaferPak designs for
devices including flash memories, sensors, and optical and communication
devices as well as completed and shipped our new high-performance FOX
WaferPak Aligner. These are key pieces of our new FOX-P platform, which
we expect to drive significant revenue growth for Aehr Test in the coming
fiscal year and for years to come.  In addition, our ability now to
demonstrate our automated wafer level test cell is a tremendous advantage
and bodes well for our ability to gain additional new test cell customers
and production orders in the near future."

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 third quarter fiscal 2016
operating results. To access the call dial 800-505-9587 (+1 416-204-


<PAGE>
Aehr Test Systems Reports Third Quarter Fiscal 2016 Financial Results
March 24, 2016
Page 3 of 6


9524 outside the United States) and give the participant pass code
8532414. 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 by dialing 888-203-1112 (+1 719-457-
0820 outside the United States) and entering pass code 8532414,
beginning approximately two hours after conclusion of the call
through 8:00 p.m. ET on March 31, 2016.

About Aehr Test Systems
Headquartered in Fremont, California, Aehr Test Systems is a worldwide
provider of test systems for burning-in and testing logic and memory
integrated circuits and has an installed base of more than 2,500 systems
worldwide. Increased quality and reliability needs of the Automotive
and Mobility integrated circuit markets are driving additional test
requirements, capacity needs and opportunities for Aehr Test products
in package and wafer level test. Aehr Test has developed and introduced
several innovative products, including the ABTSTM and FOX families of
test and burn-in systems and WaferPak contactors. The ABTS systems are
used in production and qualification testing of packaged parts for both
low-power and high-power logic as well as memory devices. The FOX family
of systems includes single and multi-wafer full wafer contact 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 and Systems-on-a-chip. 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. For more information, please visit Aehr Test's
website at www.aehr.com.

Safe Harbor Statement
This press release contains certain forward-looking statements based
on current expectations, forecasts and assumptions that involve risks
and uncertainties. These statements are based on information available
to Aehr Test as of the date hereof and actual results could differ
materially from those stated or implied due to risks and uncertainties.
Forward-looking statements include statements regarding Aehr Test's
expectations, beliefs, intentions or strategies regarding the future
including statements regarding future market opportunities and conditions,
expected product shipment dates, customer orders or commitments and future
operating results. The risks and uncertainties that could cause Aehr Test's
results to differ materially from those expressed or implied by such
forward-looking statements include, without limitation, general market
conditions, customer demand and acceptance of Aehr Test's products and
Aehr Test's ability to execute on its business strategy. See Aehr Test's
recent 10-K, 10-Q and other reports from time to time filed with the
Securities and Exchange Commission for a more detailed description of the
risks facing Aehr Test's business. Aehr Test 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-



<PAGE>
Aehr Test Systems Reports Third Quarter Fiscal 2016 Financial Results
March 24, 2016
Page 4 of 6


                          AEHR TEST SYSTEMS AND SUBSIDIARIES
                    Condensed Consolidated Statements of Operations
                        (in thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                             Three Months Ended       Nine Months Ended
                                       ----------------------------  -------------------
                                        Feb 29,   Nov 30,   Feb 28,    Feb 29,   Feb 28,
                                         2016      2015      2015       2016      2015
                                       --------  --------- --------  --------  ---------
<S>                                    <C>       <C>       <C>       <C>       <C>
Net sales                               $ 1,677   $ 4,620   $ 2,027   $ 12,930  $  8,200
Cost of sales                             1,508     2,929     1,175      7,687     5,044
                                       --------  --------  --------   --------  --------
Gross profit                                169     1,691       852      5,243     3,156
                                       --------  --------  --------   --------  --------
Operating expenses:
  Selling, general and administrative     1,695     1,713     1,584      5,253     4,944
  Research and development                1,293       923     1,031      3,278     3,095
                                       --------  --------  --------   --------  --------
    Total operating expenses              2,988     2,636     2,615      8,531     8,039
                                       --------  --------  --------   --------  --------
    Loss from operations                 (2,819)     (945)   (1,763)    (3,288)   (4,883)

Interest expense                           (165)     (137)       (7)      (437)      (29)
Other (expense) income, net                 (24)       55       110          7       201
                                       --------  --------  --------   --------  --------
    Loss before income tax
    benefit (expense)                    (3,008)   (1,027)   (1,660)    (3,718)   (4,711)

Income tax benefit (expense)                 33       (21)      (66)       (11)      (36)
                                       --------  --------  --------   --------  --------
    Net loss                             (2,975)   (1,048)   (1,726)    (3,729)   (4,747)

Less: Net income attributable to the
        noncontrolling interest              --        --        --         --        --
                                       --------  --------  --------   --------  --------
  Net loss attributable to Aehr Test
      Systems common shareholders       $(2,975)  $(1,048)  $(1,726)  $ (3,729) $ (4,747)
                                       ========  ========   =======   ========  ========

Net loss per share
    Basic                               $ (0.23)  $ (0.08)   $(0.14)   $ (0.29) $  (0.40)
    Diluted                             $ (0.23)  $ (0.08)   $(0.14)   $ (0.29) $  (0.40)

Shares used in per share calculations:
    Basic                                13,164     13,048   12,677     13,058    11,931
    Diluted                              13,164     13,048   12,677     13,058    11,931


</TABLE>

                                      -more-



<PAGE>
Aehr Test Systems Reports Third Quarter Fiscal 2016 Financial Results
March 24, 2016
Page 5 of 6

                          AEHR TEST SYSTEMS AND SUBSIDIARIES
                     Reconciliation of GAAP and Non-GAAP Results
                       (in thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                Three Months Ended       Nine Months Ended
                                            --------------------------   -----------------
                                             Feb 29,  Nov 30,  Feb 28,    Feb 29,  Feb 28,
                                              2016     2015     2015       2016     2015
                                            -------- -------- ---------  -------- --------
<S>                                         <C>      <C>      <C>        <C>      <C>
GAAP net loss                               $(2,975) $(1,048) $(1,726)   $(3,729) $(4,747)
Stock-based compensation expense                213      254      220        786      694
                                            -------- -------- --------   -------- --------
Non-GAAP net loss                           $(2,762) $  (794) $(1,506)   $(2,943) $(4,053)
                                            ======== ======== ========   ======== ========

GAAP net loss per diluted share             $ (0.23)  $ (0.08) $ (0.14)  $ (0.29) $ (0.40)
                                            ======== ======== ========   ======== ========
Non-GAAP net loss per diluted share         $ (0.21)  $ (0.06) $ (0.12)  $ (0.23) $ (0.34)
                                            ======== ======== ========   ======== ========
Shares used in diluted shares calculation    13,164    13,048   12,677    13,058   11,931
                                            ======== ======== ========   ======== ========
Shares used in non-GAAP diluted shares
   calculation                               13,164    13,048   12,677    13,058   11,931
                                            ======== ======== ========   ======== ========


</TABLE>
______________________________________________________________________


Non-GAAP net income is a non-GAAP measure and should not be considered a
replacement for GAAP results.  Non-GAAP net income is a financial measure
the Company uses to evaluate the underlying results and operating performance
of the business. The limitation of this measure is that it excludes items
that impact the Company's current period net income.  This limitation is best
addressed by using this measure in combination with net income (the most
comparable GAAP measure).



                                      -more-








<PAGE>


Aehr Test Systems Reports Third Quarter Fiscal 2016 Financial Results
March 24, 2016
Page 6 of 6

                          AEHR TEST SYSTEMS AND SUBSIDIARIES
                         Condensed Consolidated Balance Sheets
                         (in thousands, except per share data)
                                     (unaudited)

<TABLE>
<CAPTION>
                                                  February 29, November 30, May 31,
                                                     2016        2015        2015
                                                  -----------  ----------- --------
<S>                                                <C>         <C>         <C>
ASSETS
Current assets:
  Cash and cash equivalents                         $ 2,472     $ 1,955     $ 5,527
  Accounts receivable, net                            1,947       2,503       1,383
  Inventories                                         7,378       7,419       7,123
  Prepaid expenses and other                            297         402         262
                                                   --------    --------    --------
      Total current assets                           12,094      12,279      14,295

Property and equipment, net                           1,251         576         478
Other assets                                             94          93          95
                                                   --------    --------    --------
      Total assets                                  $13,439     $12,948     $14,868
                                                   ========    ========    ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Line of credit                                    $ 2,000     $    --     $    --
  Accounts payable                                    1,883       1,390         724
  Accrued expenses                                    1,458       1,496       1,045
  Customer deposits and deferred revenue, short-term  2,026       1,295       4,750
                                                   --------    --------    --------
      Total current liabilities                       7,367       4,181       6,519

Long-term debt                                        3,917       3,873       3,791
Income taxes payable                                     --          --           8
Deferred revenue, long-term                             127         127          --
                                                   --------    --------    --------
     Total liabilities                               11,411       8,181      10,318


Aehr Test Systems Shareholders' equity                2,047       4,785       4,568
Noncontrolling interest                                 (19)        (18)        (18)
                                                   --------    --------    --------
      Total shareholders' equity                      2,028       4,767       4,550
                                                   --------    --------    --------
      Total liabilities and shareholders' equity    $13,439     $12,948     $14,868
                                                   ========    ========    ========

</TABLE>







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