Aehr Test Systems
Annual Report 2017

Plain-text annual report

2017 Annual Report Aehr Test Systems FOX-XP Multi-Wafer Test & Burn-in System FINANCIAL HIGHLIGHTS (in thousands, except per share data) For the years ended May 31, Net sales Loss from operations Net loss attributable to common shareholders Net loss per share - diluted Cash and cash equivalents Working capital Shareholders’ equity (deficit) 2017 2016 2015 $18,898 $14,501 $10,018 (4,929) (5,653) (0.35) 17,803 21,494 16,794 (6,154) (6,785) (0.52) 939 4,068 (723) (6,694) (6,647) (0.55) 5,527 7,776 4,550 PRODUCTS The FOXTM-XP Multi-Wafer Burn-in and Test System, publicly introduced in July 2016, is designed for single-touchdown testing of up to 18 wafers at a time. A single test cell with a WaferPakTM Aligner and three FOX-XP systems can test up to 54 wafers at a time. The FOX-XP system can be used in a wide range of test and reliability screening (burn-in) applications for devices such as memories, microcontrollers, sensors, and VCSELs (laser diodes). Our FOX-15 multi-wafer system is currently used in production wafer test and burn- in applications for sensors, VCSELs and LEDs. The FOX-1P Full Wafer Parallel Test System, introduced in our fiscal year 2015, is designed for massively parallel testing in wafer sort. By testing all devices on a wafer at one time, test costs can be decreased significantly due to the high throughput of the system, enabling the user to significantly reduce the capital investment required for high- volume production test. The FOX-1P system, with its universal pin architecture to provide per-pin electronics and per-device power supplies, provides the greatest benefit when the devices being tested utilize Design for Testability (DFT) or Built-In Self-Test (BIST), for example in state-of-the-art memories and microcontrollers. Aehr Test’s patented WaferPak Cartridges and DiePak® Carriers connect electrical test resources from Aehr’s FOX systems to the customer’s wafer or singulated die/modules to be tested or burned-in. Both designs contain micro-miniature probes to contact all the die/modules in a single insertion. WaferPak Cartridges and DiePak Carriers are custom designed for each customer’s unique application. When used in a FOX system, both configurations are capable of supplying power and removing up to 2kW of heat energy per WaferPak Cartridge or DiePak Carrier. The ABTSTM Advanced Burn-In and Test System is the latest product in Aehr Test’s family of Test During Burn-In systems for packaged parts. It is being used for many applications in the mobility and automotive markets. It can be configured with up to 320 I/O channels and up to 72 Burn-in boards for testing and burning-in advanced logic devices. It offers an individual device temperature control option for higher-power applications such as applications processors. This Annual Report contains certain “forward-looking” statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements include statements relating to future market opportunities and conditions, industry growth and customer demand for Aehr Test's products. Actual results may differ materially from those stated or implied due to risks and uncertainties. See Aehr Test's recent 10-K report that is part of this Annual Report for a more detailed description of the risks facing our 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 Annual Report. L E T T E R T O O U R S H A R E H O L D E R S Dear Shareholders, Customers, Partners, and Employees, We made significant progress in fiscal 2017, achieving annual revenue growth of 30% year over year and positioning Aehr Test for further growth. This past fiscal year, we completed development of our new FOX-PTM platform of wafer level test and burn-in products, successfully engaged with two significant lead customers for our FOX-XPTM system, received the first three complete test cell orders from these customers, and saw a strengthening in our base packaged part business that includes a new opportunity through the signing of a new OEM customer. We finished fiscal 2017 with solid fourth quarter and full year revenue results. For the full fiscal year, we generated total revenue of $18.9 million, a 30% increase year over year. During the fourth quarter, we announced several orders that include a follow-on production order for a FOX-XP test cell, multiple follow- on orders for ABTSTM systems, and our initial quantity production order for our ABTS thermal chambers from our new OEM customer. These orders brought our total orders for the fiscal year to $26.4 million. We enter fiscal 2018 with a strong backlog of $12.7 million and great optimism about our potential for further growth. We completed development of our new FOX-P platform in fiscal 2017. This includes production release and shipment of multiple FOX-1P single wafer test systems and shipment and acceptance of multiple FOX- XP wafer level and new singulated die/module test and burn-in systems by both of our two lead customers for this system. The FOX-XP system, our next-generation multi-wafer and singulated die/module test solution, is capable of functional test and burn-in/cycling of 2D and 3D optical sensors, silicon photonics devices, automotive and mobile application sensors, flash memories, microcontrollers, and other leading-edge ICs in wafer form or singulated die/modules before they are assembled into single or multi-die stacked packages, systems in packages, multi-chip modules, or the final product. Our advanced test and burn-in systems are helping companies that supply devices into the automotive, mobile, communications, and Internet of Things markets to meet the higher quality and reliability needs of these markets. Our systems provide the test and burn-in of packaged parts, modules, wafers and system level testing, supporting the rapidly changing advanced packaging used by our customers. During the year, in addition to full wafer test capability, we added a new system configuration to the FOX-XP that is capable of testing and burning-in devices to meet the critical quality and reliability needs of its customers in singulated die or module level form. This very high power configuration is available with up to nine individual Blades that can each test up to 1,024 devices using Aehr Test's proprietary DiePak® Carriers. Each DiePak Carrier can handle device power loads of up to 2,000 Watts with tight temperature uniformity on each of nine Blades. This capability provides a higher level of parallelism and power management than is available from any other supplier in the market. Aehr Test’s production WaferPakTM Contactors and DiePak Carriers utilize proprietary technology for contacting thousands of tiny devices in wafer, singulated die, or system level/module form. We successfully engaged with new customers and are focused on maximizing opportunities for our products. This past fiscal year, we received the first three complete test cell orders from our two lead customers for the FOX-XP, and shipped an initial FOX-XP multi-wafer and singulated die/module test and burn-in system to each of these customers during the fiscal fourth quarter. Following installation, we received acceptance of these systems at both customers, and are especially pleased with how fast these new systems became production ready and with the test results the customers are achieving. We are beginning to see customer adoption and order acceleration of our FOX-XP test and burn-in systems, and added top tier customers for our FOX products during the fiscal year. These include two customers that were greater than 10% of sales this last year. We continued to see a strengthening in our base package part business. During the fiscal year, we received multiple follow-on orders totaling more than $8 million for our ABTS test and burn-in systems. Our ABTS family of products is based on a state-of-the-art hardware and software platform that is designed to address not only today’s devices, but also future devices for many years to come. It can test and burn-in both logic and memory devices and includes resources for high pin-count devices and configurations for high- power and low-power applications. During the fourth quarter, we also announced an initial production order from a new OEM customer for multiple proprietary ABTS burn-in test systems thermal chambers. This order is part of a strategic partnership agreement with this customer in which Aehr Test will deliver the critical thermal chamber subsystem for use with the customer’s own electronics and software for a custom application. This customer selected Aehr Test because of our proprietary ABTS thermal chamber superior capabilities, including its power handling, temperature and air flow uniformity. Their application has the potential to be very high volume, and our ability to supply hundreds of these ABTS chambers per year was another key consideration. We are excited about this new opportunity that is an interesting and new business model for Aehr Test, and we believe this project will drive significant revenue over our next two fiscal years. We are focused on significant opportunities in key emerging and rapidly growing markets that significantly increase our total available market. These opportunities include the growing market for sensors and integrated optical devices in mobile devices, which drive increased test, quality and reliability demands that are increasingly important as devices add more capabilities and become more complex and reliability becomes more critical. Another significant market driver for Aehr Test is the automotive space, where increasing amounts of electronics are being added to automobiles to enhance the user experience. This includes rapid automotive growth of integrated optical devices in sensors, Advanced Driver Assistance Systems (ADAS) and entertainment, which have substantially higher requirements for initial quality and long- term reliability. Autonomous vehicles use collision avoidance systems to detect obstacles and to navigate safely through dangerous environments, and reliability of the devices in these systems is especially critical for autonomous driving applications. Lastly, the sensor and photonics markets is also a significant opportunity, with a key market driver being the rapidly growing use of integrated optical devices in sensors for high- performance servers and data centers, where the use of optical devices for sensing and communications is increasing with every new product generation. These are all extremely exciting fields that we believe are going to drive an entirely new level of quality and reliability expectation of hardware systems and pose a very significant long-term opportunity for Aehr Test. We significantly strengthened our balance sheet. During the fourth quarter, we completed a successful public offering of our common stock, resulting in net proceeds to the company of approximately $15.8 million. This increase in capital significantly strengthens our balance sheet and our ability to meet significant increases in customer demand for our new family of products. Aehr Test’s operating model continues to employ significant outsourcing of turnkey subsystems that enable us to efficiently scale our operations for growth. These subsystems include our WaferPak aligners, DiePak autoloaders, thermal chambers, electronic printed circuit boards and subassemblies of our proprietary WaferPaks and DiePaks. This allows us to do final assembly and testing at our Fremont facility with low overhead and resource count, while controlling our supply chain and final product test and quality. With this model, we believe we can ramp and grow our business substantially without significant increases in infrastructure, resources or expenses. This allows us to create solid returns for our shareholders, while meeting the customer capacity needs of the new markets we are addressing. Market opportunities for fiscal 2018. We are in the early stages of customer adoption of our FOX-XP products. One of our key objectives will be to maximize the return from our new FOX-P product family and leverage our sales into our new customers, their subcontractors, and other customers in the markets now that we have proven our unique capabilities and the tremendous value of our new products. In addition, we are working on some enhancements to our FOX and ABTS platforms and have the R&D capacity to help meet specific customer needs to capture additional business as needed. With the market opportunities we see for our FOX-XP products, we are very focused on meeting customer demand for current and new applications, and with our strengthened balance sheet and strong backlog of orders, we are very optimistic about our growth potential as we head into the new fiscal year. I continue to be grateful to our employees, customers, partners and shareholders for their support. Gayn Erickson, President and CEO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2017 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________________ to ________________ Commission file number: 000-22893. AEHR TEST SYSTEMS (Exact name of registrant as specified in its charter) CALIFORNIA 94-2424084 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 400 KATO TERRACE, FREMONT, CA 94539 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (510) 623-9400 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.01 par value Name of each exchange on which registered: The NASDAQ Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes [ ] No [X] 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 that 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 [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10- K. [ X ] 1  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) 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. [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The aggregate market value of the registrant’s common stock, par value $0.01 per share, held by non-affiliates of the registrant, based upon the closing price of $2.99 on November 30, 2016, as reported on the NASDAQ Capital Market, was $39,151,174. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding shares of common stock (other than such persons of whom the Registrant became aware only through the filing of a Schedule 13G filed with the Securities and Exchange Commission) and shares held by officers and directors of the Registrant have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The number of shares of registrant’s common stock, par value $0.01 per share, outstanding at July 31, 2017 was 21,417,011. 2 AEHR TEST SYSTEMS FORM 10-K FISCAL YEAR ENDED MAY 31, 2017 TABLE OF CONTENTS PART I Item 1. Business ................................................................................................................................................................ 4 Item 1A. Risk Factors .......................................................................................................................................................... 9 Item 1B. Unresolved Staff Comments ............................................................................................................................. 15 Item 2. Properties .............................................................................................................................................................. 15 Item 3. Legal Proceedings ............................................................................................................................................... 15 Item 4. Mine Safety Disclosures ..................................................................................................................................... 15 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ..................................................................................................................... 16 Item 6. Selected Consolidated Financial Data ............................................................................................................. 17 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ................ 19 Item 7A. Quantitative and Qualitative Disclosures about Market Risk ..................................................................... 24 Item 8. Financial Statements and Supplementary Data ............................................................................................. 26 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............... 51 Item 9A. Controls and Procedures .................................................................................................................................... 51 Item 9B. Other Information ............................................................................................................................................. 51 PART III Item 10. Directors, Executive Officers and Corporate Governance .......................................................................... 52 Item 11. Executive Compensation .................................................................................................................................... 52 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ................................................................................................................................................................ 52 Item 13. Certain Relationships and Related Transactions ............................................................................................. 52 Item 14. Principal Accountant Fees and Services ........................................................................................................... 52 Item 15. Exhibits, Financial Statement Schedules .......................................................................................................... 53 PART IV Signatures ............................................................................................................................................................... 57 3  This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “plan,” “intend,” “expect,” “could,” “target,” “project,” “should,” “predict,” “potential,” “would,” “seek” and similar expressions and the negative of those expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. These risks include but are not limited to those factors identified in “Risk Factors” beginning on page 9 of this Annual Report on Form 10-K, those factors that we may from time to time identify in our periodic filings with the Securities and Exchange Commission, as well as other factors beyond our control. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. Unless the context requires otherwise, references in this Form 10-K to “Aehr Test,” the “Company,” “we,” “us” and “our” refer to Aehr Test Systems. PART I Item 1. Business THE COMPANY Aehr Test was incorporated in the state of California on May 25, 1977. We develop, manufacture and sell systems which are designed to reduce the cost of testing and to perform reliability screening, or burn-in, of complex logic devices, memory ICs, sensors and optical devices. These systems can be used to simultaneously perform parallel testing and burn-in of packaged integrated circuits, or ICs, singulated bare die or ICs still in wafer form. Increased quality and reliability needs of the Automotive, Mobility and flash memory integrated circuit markets are driving additional testing requirements, capacity needs and opportunities for Aehr Test products in package and wafer level testing. Leveraging its expertise as a long-time leading provider of burn-in equipment, with over 2,500 systems installed worldwide, the Company has developed and introduced several innovative product families, including the ABTSTM and FOXTM systems, the WaferPakTM cartridge and the DiePak® carrier. The latest ABTS family of packaged part burn-in and test systems can perform test during burn-in of complex devices, such as digital signal processors, microprocessors, microcontrollers and systems-on-a-chip, and offers individual temperature control for high-power advanced logic devices. The FOX systems are full wafer contact parallel test and burn-in systems designed to make contact with all pads of a wafer simultaneously, thus enabling full wafer parallel test and burn-in. The WaferPak cartridge includes a full-wafer probe card for use in testing wafers in FOX systems. The DiePak carrier is a reusable, temporary package that enables IC manufacturers to perform cost-effective final test and burn-in of singulated bare die or very small multi-IC modules. INDUSTRY BACKGROUND Semiconductor manufacturing is a complex, multi-step process, and defects or weaknesses that may result in the failure of an integrated circuit, or IC, may be introduced at any process step. Failures may occur immediately or at any time during the operating life of an IC, sometimes after several months of normal use. Semiconductor manufacturers rely on testing and reliability screening to identify and eliminate defects that occur during the manufacturing process. Testing and reliability screening involve multiple steps. The first set of tests is typically performed by IC manufacturers before the processed semiconductor wafer is cut into individual die, in order to avoid the cost of packaging defective die into their packages. This “wafer probe” testing can be performed on one or many die at a time, including testing the entire wafer at once. After the die are packaged and before they undergo reliability screening, a short test is typically performed to detect packaging defects. Most leading-edge microprocessors, microcontrollers, digital signal processors, memory ICs, sensors and optical devices (such as vertical-cavity surface-emitting lasers, or VCSELs) then undergo an extensive reliability screening and stress testing procedure known as “burn-in” or “cycling,” depending on the application. The burn-in process screens for early failures by operating the IC at elevated voltages and temperatures, up to 150 degrees Celsius (302 degrees Fahrenheit), for periods typically ranging from 2 to 48 hours. A typical burn-in system can process thousands of ICs simultaneously. After burn-in, the ICs undergo a final test process using automatic test equipment, or testers. The cycling process screens flash memory devices for failure to meet write/erase cycling endurance requirements. PRODUCTS The Company manufactures and markets full wafer contact test systems, test during burn-in systems, test fixtures, die carriers and related accessories. 4  All of the Company’s systems are modular, allowing them to be configured with optional features to meet customer requirements. Systems can be configured for use in production applications, where capacity, throughput and price are most important, or for reliability engineering and quality assurance applications, where performance and flexibility, such as extended temperature ranges, are essential. FULL WAFER CONTACT SYSTEMS The FOX-1P full wafer parallel test system, introduced in October 2014, is designed for massively parallel test of devices at wafer level. The FOX-1P system is designed to make electrical contact to and test all of the die on a wafer in a single touchdown. The FOX-1P test head and WaferPak contactor are compatible with industry-standard 300 mm wafer probers which provide the wafer handling and alignment automation for the FOX-1P system. The FOX-1P pattern generator is designed to functionally test industry-standard memory devices such as flash and DRAMs, plus it is optimized to test memory or logic ICs that incorporate design for testability, or DFT, and built-in self-test, or BIST. The FOX-1P universal per-pin architecture to provide per-pin electronics and per-device power supplies is tailored to full-wafer functional test. The Company believes that the FOX-1P system can significantly reduce the cost of testing IC wafers. The Company’s FOX-1P system was partially funded through a development agreement with a leading semiconductor manufacturer. The Company has received the first production order of this new system and shipped the first system in July 2016. The FOX-XP test and burn-in system, introduced in July 2016, is designed for devices in wafer, singulated die, and module form that require test and burn-in times typically measured in hours. The FOX-XP system can test and burn in up to 18 wafers at a time. For high reliability applications, such as automotive, mobile devices, sensors, and SSDs, the FOX-XP system is a cost-effective solution for producing tested and burned-in die for use in multi-chip packages. Using Known-Good Die, or KGD, which are fully burned-in and tested die, in multi-chip packages helps assure the reliability of the final product and lowers costs by increasing the yield of high-cost multi-chip packages. Wafer-level burn-in and test enables lower cost production of KGD for multi-chip modules, 3-D stacked packages and systems-in-a- package. The FOX-XP system has been extended for burn-in and test of small multi-die modules by using DiePak carriers. The DiePak carrier with its multi-module sockets and high wattage dissipation capabilities has a capacity of hundreds of modules, much higher than the capacity of a traditional burn-in system with traditional single-die sockets and heat sinks. This capability was introduced in March 2017. The FOX-15 full wafer parallel test system, the predecessor to the FOX-XP system, was introduced in October 2007 and was designed for full-wafer test and burn-in. The FOX-15 system is nearing the end of its lifecycle and limited shipments are expected in the future. One of the key components of the FOX systems is the patented WaferPak cartridge system. The WaferPak cartridge contains a full-wafer single-touchdown probe card which is easily removable from the system. Traditional probe cards contact only a portion of the wafer, requiring multiple touchdowns to test the entire wafer. The unique design is intended to accommodate a wide range of contactor technologies so that the contactor technology can evolve along with the changing requirements of the customer’s wafers. The WaferPak cartridges are custom designed for each device type, each of which has a typical lifetime of 2 to 7 years, depending on the application. Therefore, multiple sets of WaferPak cartridges could be purchased over the life of a FOX system. A key new component of the FOX-XP systems is the patent-pending DiePak carrier system. The DiePak carrier contains many multi-module sockets with very fine-pitch probes which are easily removable from the system. Traditional sockets contact only a single device, requiring multiple large numbers of sockets and burn-in boards to test a production lot of devices. The unique design is intended to accommodate a wide range of socket sizes and densities so that the DiePak carrier technology can evolve along with the changing requirements of the customer’s devices. The DiePak carriers are custom designed for each device type, each of which has a typical lifetime of 2 to 7 years, depending on the application. Therefore, multiple sets of DiePak carriers could be purchased over the life of a FOX-XP system. Another key component of our FOX-XP and FOX-15 test cell is the WaferPak Aligner. The WaferPak Aligner performs automatic alignment of the customer’s wafer to the WaferPak cartridge so that the wafer can be tested and burned-in by the FOX-XP and FOX-15 systems. Typically one WaferPak Aligner can support several FOX-XP or FOX-15 systems. Similar to the WaferPak Aligner for WaferPak cartridges, Aehr Test offers a DiePak Loader for DiePak carriers. The DiePak Loader performs automatic loading of the customer’s modules to the DiePak carrier so that the modules can be tested and burned-in by the FOX-XP system. Typically one DiePak Loader can support several FOX-XP systems. The full wafer contact systems product category accounted for approximately 51%, 60% and 31% of the Company’s net sales in fiscal 2017, 2016 and 2015, respectively. 5  SYSTEMS FOR PACKAGED PARTS Test during burn-in, or TDBI, systems consist of several subsystems: pattern generation and test electronics, control software, network interface and environmental chamber. The test pattern generator allows duplication of most of the functional tests performed by a traditional tester. Pin electronics at each burn-in board, or BIB, position are designed to provide accurate signals to the ICs being tested and detect whether a device is failing the test. Devices being tested are placed on BIBs and loaded into environmental chambers which typically operate at temperatures from 25 degrees Celsius (77 degrees Fahrenheit) up to 150 degrees Celsius (302 degrees Fahrenheit) (optional chambers can produce temperatures as low as -55 degrees Celsius (-67 degrees Fahrenheit)). A single BIB can hold up to several hundred ICs, and a production chamber holds up to 72 BIBs, resulting in thousands of memory or logic devices being tested in a single system. The Advanced Burn-in and Test System, or ABTS, was introduced in fiscal 2008. The ABTS family of products is based on a completely new hardware and software architecture that is intended to address not only today’s devices, but also future devices for many years to come. The ABTS system can test and burn-in both high-power logic and low- power ICs. It can be configured to provide individual device temperature control for devices up to 70W or more and with up to 320 I/O channels. The MAX system family, the predecessor to the ABTS family, was designed for monitored burn-in of memory and logic devices. The MAX system is nearing the end of its lifecycle and limited shipments are expected in the future. This packaged part systems product category accounted for approximately 49%, 40% and 65% of the Company’s net sales in fiscal 2017, 2016 and 2015, respectively. TEST FIXTURES The Company sells, and licenses others to manufacture and sell, custom-designed test fixtures for its systems. The test fixtures include BIBs for the ABTS parallel test and burn-in system and for the MAX monitored burn-in system. These test fixtures hold the devices undergoing test or burn-in and electrically connect the devices under test to the system electronics. The capacity of each test fixture depends on the type of device being tested or burned-in, ranging from several hundred in memory production to as few as eight for high pin-count complex Application Specific Integrated Circuits, or ASICs, or microprocessor devices. Test fixtures are sold both with new Aehr Test systems and for use with the Company’s installed base of systems. Test fixtures are also available from third-party suppliers. The Company’s single and multi-die DiePak product line includes a family of reusable, temporary die carriers and associated sockets that enable the test and burn-in of bare die and modules. The singulated die DiePak carriers offer cost-effective solutions for providing KGD for most types of ICs, including memory, microcontroller and microprocessor devices. The DiePak carrier consists of an interconnect substrate, which provides an electrical connection between the die pads and the socket contacts, and a mechanical support system. The substrate is customized for each IC product. The single and multi-die DiePak carriers come in several different versions, designed to handle ICs ranging from low pin count sensors, to high pin count microprocessors. The Company has received patents or applied for patents on certain features of the FOX, ABTS and MAX4 test fixtures. The Company has licensed or authorized several other companies to provide MAX4 BIBs from which the Company receives royalties. Royalties and revenue for the test fixtures product category accounted for less than 5% of net sales in fiscal 2017, 2016 and 2015. CUSTOMERS The Company markets and sells its products throughout the world to semiconductor manufacturers, semiconductor contract assemblers, electronics manufacturers and burn-in and test service companies. Sales to the Company’s five largest customers accounted for approximately 93%, 94%, and 79% of its net sales in fiscal 2017, 2016 and 2015, respectively. During fiscal 2017, Texas Instruments Incorporated, or Texas Instruments, STMicroelectronics, Inc., Intel, and Cypress Semiconductor, accounted for approximately 45%, 19%, 17% and 10%, respectively, of the Company’s net sales. During fiscal 2016, Apple and Texas Instruments accounted for approximately 47% and 32%, respectively, of the Company’s net sales. During fiscal 2015, Texas Instruments, and Micronas GMBH, or Micronas, accounted for approximately 45% and 11%, respectively, of the Company’s net sales. No other customers accounted for more than 10% of the Company’s net sales for any of these periods. The Company expects that sales of its products to a limited number of customers will continue to account for a high percentage of net sales for the foreseeable future. In addition, sales to particular customers may fluctuate significantly from quarter to quarter. Such fluctuations may result in changes in utilization of the Company’s facilities and resources. The loss of or reduction or 6 delay in orders from a significant customer or a delay in collecting or failure to collect accounts receivable from a significant customer could materially and adversely affect the Company’s business, financial condition and operating results. MARKETING, SALES AND CUSTOMER SUPPORT The Company has sales and service operations in the United States, Japan, Germany and Taiwan, dedicated service resources in China, South Korea, and the Philippines, and has established a network of distributors and sales representatives in certain key parts of the world. See “REVENUE RECOGNITION” in Item 7 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a further discussion of the Company’s relationship with distributors, and its effects on revenue recognition. The Company’s customer service and support program includes system installation, system repair, applications engineering support, spare parts inventories, customer training and documentation. The Company has applications engineering and field service personnel located near and sometimes co-located at our customers and includes resources at the corporate headquarters in Fremont, California, at customer locations in Texas, at the Company’s subsidiaries in Japan and Germany, at its branch office in Taiwan, and also through 3rd party agreements in China, South Korea, and the Philippines. The Company’s distributors provide applications and field service support in other parts of the world. The Company customarily provides a warranty on its products. The Company offers service contracts on its systems directly and through its subsidiaries, distributors and representatives. The Company maintains customer support personnel in the Philippines, China and South Korea. The Company believes that maintaining a close relationship with customers and providing them with ongoing engineering support improves customer satisfaction and will provide the Company with a competitive advantage in selling its products to the Company’s customers. BACKLOG At May 31, 2017, the Company’s backlog was $12.7 million compared with $5.3 million at May 31, 2016. The Company’s backlog consists of product orders for which confirmed purchase orders have been received and which are scheduled for shipment within 12 months. Due to the possibility of customer changes in delivery schedules or cancellations and potential delays in product shipments or development projects, the Company’s backlog as of a particular date may not be indicative of net sales for any succeeding period. RESEARCH AND PRODUCT DEVELOPMENT The Company historically has devoted a significant portion of its financial resources to research and development programs and expects to continue to allocate significant resources to these efforts. Certain research and development expenditures related to non-recurring engineering milestones have been transferred to cost of goods sold, reducing research and development expenses. The Company’s research and development expenses during fiscal 2017, 2016 and 2015 were $4.7 million, $4.3 million and $4.1 million, respectively. The Company conducts ongoing research and development to design new products and to support and enhance existing product lines. Building upon the expertise gained in the development of its existing products, the Company has developed the FOX family of systems for performing test and burn-in of entire processed wafers, rather than individual die or packaged parts. The Company is developing enhancements to the ABTS and FOX families of products, intended to improve the capability and performance for testing and burn-in of future generation ICs and provide the flexibility in a wide variety of applications. MANUFACTURING The Company assembles its products from components and parts manufactured by others, including environmental chambers, power supplies, metal fabrications, printed circuit assemblies, ICs, burn-in sockets, high-density interconnects, wafer contactors and interconnect substrates. Final assembly and testing are performed within the Company’s facilities. The Company’s strategy is to use in-house manufacturing only when necessary to protect a proprietary process or when a significant improvement in quality, cost or lead time can be achieved and relies on subcontractors to manufacture many of the components and subassemblies used in its products. The Company’s principal manufacturing facility is located in Fremont, California. The Company’s facility in Utting, Germany provides limited manufacturing and product customization. COMPETITION The semiconductor equipment industry is intensely competitive. Significant competitive factors in the semiconductor equipment market include price, technical capabilities, quality, flexibility, automation, cost of ownership, reliability, throughput, product availability and customer service. In each of the markets it serves, the Company faces competition 7 from established competitors and potential new entrants, many of which have greater financial, engineering, manufacturing and marketing resources than the Company. The Company’s FOX full wafer contact systems face competition from larger systems manufacturers that have significant technological know-how and manufacturing capability. Competing suppliers of full wafer contact systems include Advantest Corporation, Teradyne Inc., Micronics Japan Co., Ltd., and Tokyo Electron Limited. The Company’s ABTS TDBI systems have faced and are expected to continue to face increasingly severe competition, especially from several regional, low-cost manufacturers and from systems manufacturers that offer higher power dissipation per device under test. Some users of such systems, such as independent test labs, build their own burn-in systems, while others, particularly large IC manufacturers in Asia, acquire burn-in systems from captive or affiliated suppliers. The market for burn-in systems is highly fragmented, with many domestic and international suppliers. Competing suppliers of burn-in and functional test systems that compete with ABTS systems include Dong-Il Corporation, Micro Control Company, Incal Technology and Advantest Corporation. The Company’s WaferPak products are facing and are expected to face increasing competition. Several companies have developed or are developing full-wafer and single-touchdown probe cards. As the full-wafer test market develops, the Company expects that other competitors will emerge. The primary competitive factors in this market are cost, performance, reliability and assured supply. Competing suppliers of full-wafer probe cards include FormFactor, Inc., Japan Electronic Materials Corporation and Micronics Japan Co., Ltd. The Company’s test fixture products face numerous regional competitors. There are limited barriers to entry into the BIB market, and as a result, many companies design and manufacture BIBs, including BIBs for use with the Company’s ABTS and MAX systems. The Company has granted royalty-bearing licenses to several companies to make BIBs for use with the Company’s MAX4 systems and the Company may grant additional licenses as well. Sales of MAX4 BIBs by licensees result in royalties to the Company. The Company expects that its DiePak products for singulated die will face significant competition. The Company believes that several companies have developed or are developing products which are intended to enable test and burn- in of bare die. If the bare die market develops, the Company expects that other competitors will emerge. The DiePak products also face severe competition from other alternative test solutions. The Company expects that the primary competitive factors in this market will be cost, performance, reliability and assured supply. Suppliers with products that compete with our single die DiePak products include Yamaichi Electronics Co., Ltd. The Company expects its competitors to continue to improve the performance of their current products and to introduce new products with improved price and performance characteristics. New product introductions by the Company’s competitors or by new market entrants could cause a decline in sales or loss of market acceptance of the Company’s products. The Company has observed price competition in the systems market, particularly with respect to its less advanced products. Increased competitive pressure could also lead to intensified price-based competition, resulting in lower prices which could adversely affect the Company’s operating margins and results. The Company believes that to remain competitive it must invest significant financial resources in new product development and expand its customer service and support worldwide. There can be no assurance that the Company will be able to compete successfully in the future. PROPRIETARY RIGHTS The Company relies primarily on the technical and creative ability of its personnel, its proprietary software, and trade secrets and copyright protection, rather than on patents, to maintain its competitive position. The Company’s proprietary software is copyrighted and licensed to the Company’s customers. At May 31, 2017, the Company held forty-seven issued United States patents with expiration date ranges from 2017 to 2029 and had several additional United States patent applications and foreign patent applications pending. The Company’s ability to compete successfully is dependent in part upon its ability to protect its proprietary technology and information. Although the Company attempts to protect its proprietary technology through patents, copyrights, trade secrets and other measures, there can be no assurance that these measures will be adequate or that competitors will not be able to develop similar technology independently. Further, there can be no assurance that claims allowed on any patent issued to the Company will be sufficiently broad to protect the Company’s technology, that any patent will be issued to the Company from any pending application or that foreign intellectual property laws will protect the Company’s intellectual property. Litigation may be necessary to enforce or determine the validity and scope of the Company’s proprietary rights, and there can be no assurance that the Company’s intellectual property rights, if challenged, will be upheld as valid. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on the Company’s business, financial condition and operating results, regardless of the outcome of the litigation. In addition, there can be no assurance that any of the patents issued to the Company will 8 not be challenged, invalidated or circumvented or that the rights granted thereunder will provide competitive advantages to the Company. Also, there can be no assurance that the Company will have the financial resources to defend its patents from infringement or claims of invalidity. There are currently no pending claims against the Company regarding infringement of any patents or other intellectual property rights of others. However, the Company may, from time to time, receive communications from third parties asserting intellectual property claims against the Company. Such claims could include assertions that the Company’s products infringe, or may infringe, the proprietary rights of third parties, requests for indemnification against such infringement or suggest the Company may be interested in acquiring a license from such third parties. There can be no assurance that any such claim made in the future will not result in litigation, which could involve significant expense to the Company, and, if the Company is required or deems it appropriate to obtain a license relating to one or more products or technologies, there can be no assurance that the Company would be able to do so on commercially reasonable terms, or at all. EMPLOYEES As of May 31, 2017, the Company, including its two foreign subsidiaries and one branch office, employed 79 persons collectively, on a full-time basis, of whom 20 were engaged in research, development and related engineering, 25 were engaged in manufacturing, 23 were engaged in marketing, sales and customer support and 11 were engaged in general administration and finance functions. In addition, the Company from time to time employs a number of contractors and part-time employees, particularly to perform customer support and manufacturing. The Company’s success is in part dependent on its ability to attract and retain highly skilled workers, who are in high demand. None of the Company’s employees are represented by a union and the Company has never experienced a work stoppage. The Company’s management considers its relations with its employees to be good. BUSINESS SEGMENT DATA AND GEOGRAPHIC AREAS The Company operates in a single business segment, the designing, manufacturing and marketing of advanced test and burn-in products to the semiconductor manufacturing industry in several geographic areas. Selected financial information, including net sales and property and equipment, net for each of the last three fiscal years, by geographic area is included in Part II, Item 8, Note 14 “Segment Information” and certain risks related to such operations are discussed in Part I, Item 1A, under the heading “We sell our products and services worldwide, and our business is subject to risks inherent in conducting business activities in geographic regions outside of the United States.” AVAILABLE INFORMATION The Company’s common stock trades on the NASDAQ Capital Market under the symbol “AEHR.” The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports that are filed with the United States Securities and Exchange Commission, or SEC, pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge through the Company’s website at www.aehr.com as soon as reasonably practicable after we electronically file them with, or furnish them to the SEC. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In addition, information regarding the Company’s code of conduct and ethics and the charters of its Audit, Compensation and Nominating and Governance Committees, are available free of charge on the Company’s website listed above. Item 1A. Risk Factors You should carefully consider the risks described below. These risks are not the only risks that we may face. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected which could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Annual Report on Form 10-K or presented elsewhere by management from time to time. 9 We generate a large portion of our sales from a small number of customers. If we were to lose one or more of our large customers, operating results could suffer dramatically. The semiconductor manufacturing industry is highly concentrated, with a relatively small number of large semiconductor manufacturers and contract assemblers accounting for a substantial portion of the purchases of semiconductor equipment. Sales to our five largest customers accounted for approximately 93%, 94%, and 79% of our net sales in fiscal 2017, 2016 and 2015, respectively. During fiscal 2017, Texas Instruments, STMicroelectronics, Inc., Intel, and Cypress Semiconductor, accounted for approximately 45%, 19%, 17% and 10%, respectively, of the Company’s net sales. During fiscal 2016, Apple and Texas Instruments accounted for approximately 47% and 32%, respectively, of our net sales. During fiscal 2015, Texas Instruments and Micronas accounted for approximately 45% and 11%, respectively, of our net sales. No other customers accounted for more than 10% of our net sales for any of these periods. We expect that sales of our products to a limited number of customers will continue to account for a high percentage of net sales for the foreseeable future. In addition, sales to particular customers may fluctuate significantly from quarter to quarter. The loss of, reduction or delay in an order, or orders from a significant customer, or a delay in collecting or failure to collect accounts receivable from a significant customer could adversely affect our business, financial condition and operating results. We rely on increasing market acceptance for our FOX system, and we may not be successful in attracting new customers or maintaining our existing customers. A principal element of our business strategy is to increase our presence in the test equipment market through system sales in our FOX wafer-level and singulated die/module test and burn-in product family. The market for the FOX systems is in the early stages of development. Market acceptance of the FOX system is subject to a number of risks. Before a customer will incorporate the FOX system into a production line, lengthy qualification and correlation tests must be performed. We anticipate that potential customers may be reluctant to change their procedures in order to transfer burn-in and test functions to the FOX system. Initial purchases are expected to be limited to systems used for these qualifications and for engineering studies. Market acceptance of the FOX system also may be affected by a reluctance of IC manufacturers to rely on relatively small suppliers such as us. As is common with new complex products incorporating leading-edge technologies, we may encounter reliability, design and manufacturing issues as we begin volume production and initial installations of FOX systems at customer sites. The failure of the FOX system to achieve increased market acceptance would have a material adverse effect on our future operating results, long-term prospects and our stock price. The semiconductor equipment industry is intensely competitive. In each of the markets we serve, we face competition from established competitors and potential new entrants, many of which have greater financial, engineering, manufacturing and marketing resources than us. Our FOX wafer level and singulated die/module test and burn in systems face competition from larger systems manufacturers that have significant technological know-how and manufacturing capability. Our ABTS Test During Burn-in (TDBI) systems have faced and are expected to continue to face increasingly severe competition, especially from several regional, low-cost manufacturers and from systems manufacturers that offer higher power dissipation per device under test. Some users of such systems, such as independent test labs, build their own burn-in systems, while others, particularly large IC manufacturers in Asia, acquire burn-in systems from captive or affiliated suppliers. Our WaferPak products are facing and are expected to face increasing competition. Several companies have developed or are developing full-wafer and single-touchdown probe cards. We expect our competitors to continue to improve the performance of their current products and to introduce new products with improved price and performance characteristics. New product introductions by our competitors or by new market entrants could cause a decline in sales or loss of market acceptance of our products. We have observed price competition in the systems market, particularly with respect to its less advanced products. Increased competitive pressure could also lead to intensified price-based competition, resulting in lower prices which could adversely affect our operating margins and results. We believe that to remain competitive we must invest significant financial resources in new product development and expand our customer service and support worldwide. There can be no assurance that we will be able to compete successfully in the future. We rely on continued market acceptance of our ABTS system and our ability to complete certain enhancements. Continued market acceptance of the ABTS family is subject to a number of risks. It is important that we achieve customer acceptance, customer satisfaction and increased market acceptance as we add new features and enhancements to the ABTS product. To date, we have shipped ABTS systems to customers worldwide for use in both reliability and 10 production applications. We have had a strengthening of ABTS product sales last fiscal year. However, the failure of the ABTS family to grow revenues above current levels would have a material adverse effect on our future operating results. A substantial portion of our net sales is generated by relatively small volume, high value transactions. We derive a substantial portion of our net sales from the sale of a relatively small number of systems which typically range in purchase price from approximately $300,000 to well over $1 million per system. As a result, the loss or deferral of a limited number of system sales could have a material adverse effect on our net sales and operating results in a particular period. Most customer purchase orders are subject to cancellation or rescheduling by the customer with limited penalties, and, therefore, backlog at any particular date is not necessarily indicative of actual sales for any succeeding period. From time to time, cancellations and rescheduling of customer orders have occurred, and delays by our suppliers in providing components or subassemblies to us have caused delays in our shipments of our own products. There can be no assurance that we will not be materially adversely affected by future cancellations or rescheduling. For non-standard products where we have not effectively demonstrated the ability to meet specifications in the customer environment, we defer revenue until we have met such customer specifications. Any delay in meeting customer specifications could have a material adverse effect on our operating results. A substantial portion of net sales typically are realized near the end of each quarter. A delay or reduction in shipments near the end of a particular quarter, due, for example, to unanticipated shipment rescheduling, cancellations or deferrals by customers, customer credit issues, unexpected manufacturing difficulties experienced by us or delays in deliveries by suppliers, could cause net sales in a particular quarter to fall significantly below our expectations. We may experience increased costs associated with new product introductions. As is common with new complex products incorporating leading-edge technologies, we have encountered reliability, design and manufacturing issues as we began volume production and initial installations of certain products at customer sites. Some of these issues in the past have been related to components and subsystems supplied to us by third parties who have in some cases limited the ability of us to address such issues promptly. This process in the past required and in the future is likely to require us to incur un-reimbursed engineering expenses and to experience larger than anticipated warranty claims which could result in product returns. In the early stages of product development there can be no assurance that we will discover any reliability, design and manufacturing issues or, that if such issues arise, that they can be resolved to the customers’ satisfaction or that the resolution of such problems will not cause us to incur significant development costs or warranty expenses or to lose significant sales opportunities. Periodic economic and semiconductor industry downturns could negatively affect our business, results of operations and financial condition. Periodic global economic and semiconductor industry downturns have negatively affected and could continue to negatively affect our business, results of operations, and financial condition. Financial turmoil in the banking system and financial markets has resulted, and may result in the future, in a tightening of the credit markets, disruption in the financial markets and global economy downturn. These events may contribute to significant slowdowns in the industry in which we operate. Difficulties in obtaining capital and deteriorating market conditions can pose the risk that some of our customers may not be able to obtain necessary financing on reasonable terms, which could result in lower sales. Customers with liquidity issues may lead to additional bad debt expense. Turmoil in the international financial markets has resulted, and may result in the future, in dramatic currency devaluations, stock market declines, restriction of available credit and general financial weakness. In addition, flash memory and other similar device prices have historically declined, and will likely do so again in the future. These developments may affect us in several ways. The market for semiconductors and semiconductor capital equipment has historically been cyclical, and we expect this to continue in the future. The uncertainty of the semiconductor market may cause some manufacturers in the future to further delay capital spending plans. Economic conditions may also affect the ability of our customers to meet their payment obligations, resulting in cancellations or deferrals of existing orders and limiting additional orders. In addition, some governments have subsidized portions of fabrication facility construction, and financial turmoil may reduce these governments’ willingness to continue such subsidies. Such developments could have a material adverse effect on our business, financial condition and results of operations. The current economic conditions and uncertainty about future economic conditions make it challenging for us to forecast our operating results, make business decisions, and identify the risks that may affect our business, financial condition and results of operations. If such conditions recur, and we are not able to timely and appropriately adapt to changes resulting from the difficult macroeconomic environment, our business, financial condition or results of operations may be materially and adversely affected. 11 We sell our products and services worldwide, and our business is subject to risks inherent in conducting business activities in geographic regions outside of the United States. Approximately 59%, 80%, and 64% of our net sales for fiscal 2017, 2016 and 2015, respectively, were attributable to sales to customers for delivery outside of the United States. We operate a direct sales, service and limited manufacturing organization in Germany and sales and service organizations in Japan and Taiwan as well as direct support through 3rd party agreements in China, South Korea, and the Philippines. We expect that sales of products for delivery outside of the United States will continue to represent a substantial portion of our future net sales. Our future performance will depend, in significant part, upon our ability to continue to compete in foreign markets which in turn will depend, in part, upon a continuation of current trade relations between the United States and foreign countries in which semiconductor manufacturers or assemblers have operations. A change toward more protectionist trade legislation in either the United States or such foreign countries, such as a change in the current tariff structures, export compliance or other trade policies, could adversely affect our ability to sell our products in foreign markets. In addition, we are subject to other risks associated with doing business internationally, including longer receivable collection periods and greater difficulty in accounts receivable collection, the burden of complying with a variety of foreign laws, difficulty in staffing and managing global operations, risks of civil disturbance or other events which may limit or disrupt markets, international exchange restrictions, changing political conditions and monetary policies of foreign governments. Approximately 98%, 2% and 0% of our net sales for fiscal 2017 were denominated in U.S. Dollars, Euros and Japanese Yen, respectively. Although the percentages of net sales denominated in Euros and Japanese Yen were small in fiscal 2017, they have been larger in the past and could become significant again in the future. A large percentage of net sales to European customers are denominated in U.S. Dollars, but sales to many Japanese customers are denominated in Japanese Yen. Because a substantial portion of our net sales is from sales of products for delivery outside the United States, an increase in the value of the U.S. Dollar relative to foreign currencies would increase the cost of our products compared to products sold by local companies in such markets. In addition, since the price is determined at the time a purchase order is accepted, we are exposed to the risks of fluctuations in the U.S. Dollar exchange rate during the lengthy period from the date a purchase order is received until payment is made. This exchange rate risk is partially offset to the extent our foreign operations incur expenses in the local currency. To date, we have not invested in any instruments designed to hedge currency risks. Our operating results could be adversely affected by fluctuations in the value of the U.S. Dollar relative to other currencies. Our industry is subject to rapid technological change and our ability to remain competitive depends on our ability to introduce new products in a timely manner. The semiconductor equipment industry is subject to rapid technological change and new product introductions and enhancements. Our ability to remain competitive depends in part upon our ability to develop new products and to introduce them at competitive prices and on a timely and cost-effective basis. Our success in developing new and enhanced products depends upon a variety of factors, including product selection, timely and efficient completion of product design, timely and efficient implementation of manufacturing and assembly processes, product performance in the field and effective sales and marketing. Because new product development commitments must be made well in advance of sales, new product decisions must anticipate both future demand and the technology that will be available to supply that demand. Furthermore, introductions of new and complex products typically involve a period in which design, engineering and reliability issues are identified and addressed by our suppliers and by us. There can be no assurance that we will be successful in selecting, developing, manufacturing and marketing new products that satisfy market demand. Any such failure would materially and adversely affect our business, financial condition and results of operations. Because of the complexity of our products, significant delays can occur between a product’s introduction and the commencement of the volume production of such product. We have experienced, from time to time, significant delays in the introduction of, and technical and manufacturing difficulties with, certain of our products and may experience delays and technical and manufacturing difficulties in future introductions or volume production of our new products. Our inability to complete new product development, or to manufacture and ship products in time to meet customer requirements would materially adversely affect our business, financial condition and results of operations. Our dependence on subcontractors and sole source suppliers may prevent us from delivering our products on a timely basis and expose us to intellectual property infringement. We rely on subcontractors to manufacture many of the components or subassemblies used in our products. Our FOX and ABTS systems, WaferPak contactors and DiePak carriers contain several components, including environmental chambers, power supplies, high-density interconnects, wafer contactors, module contactors, signal distribution substrates, WaferPak Aligners, DiePak Loaders and certain ICs that are currently supplied by only one or a limited number of suppliers. Our reliance on subcontractors and single source suppliers involves a number of significant risks, including the loss of control over the manufacturing process, the potential absence of adequate capacity and 12 reduced control over delivery schedules, manufacturing yields, quality and costs. In the event that any significant subcontractor or single source supplier is unable or unwilling to continue to manufacture subassemblies, components or parts in required volumes, we would have to identify and qualify acceptable replacements. The process of qualifying subcontractors and suppliers could be lengthy, and no assurance can be given that any additional sources would be available to us on a timely basis. Any delay, interruption or termination of a supplier relationship could adversely affect our ability to deliver products, which would harm our operating results. Our suppliers manufacture components, tooling, and provide engineering services. During this process, our suppliers are allowed access to our intellectual property. While we maintain patents to protect from intellectual property infringement, there can be no assurance that technological information gained in the manufacture of our products will not be used to develop a new product, improve processes or techniques which compete against our products. Litigation may be necessary to enforce or determine the validity and scope of our proprietary rights, and there can be no assurance that our intellectual property rights, if challenged, will be upheld as valid. Future changes in semiconductor technologies may make our products obsolete. Future improvements in semiconductor design and manufacturing technology may reduce or eliminate the need for our products. For example, improvements in semiconductor process technology and improvements in conventional test systems, such as reduced cost or increased throughput, may significantly reduce or eliminate the market for one or more of our products. If we are not able to improve our products or develop new products or technologies quickly enough to maintain a competitive position in our markets, our business may decline. If we are not able to reduce our operating expenses sufficiently during periods of weak revenue, or if we utilize significant amounts of cash to support operating losses, we may erode our cash resources and may not have sufficient cash to operate our business. In recent years, in the face of a downturn in our business and a decline in our net sales, we implemented a variety of cost controls and restructured our operations with the goal of reducing our operating costs to position ourselves to more effectively meet the needs of the then weak market for test and burn-in equipment. While we took significant steps to minimize our expense levels and to increase the likelihood that we would have sufficient cash to support operations during the downturn, from fiscal 2009 through fiscal 2017, with the exception of fiscal 2014, we experienced operating losses. We anticipate that our existing cash balance together with income from operations, collections of existing accounts receivable, revenue from our existing backlog of products, the sale of inventory on hand, and deposits and down payments against significant orders will be adequate to meet our working capital and capital equipment requirements. Depending on our rate of growth and profitability, and our ability to obtain significant orders with down payments, we may require additional equity or debt financing to meet our working capital requirements or capital equipment needs. There can be no assurance that additional financing will be available when required, or if available, that such financing can be obtained on terms satisfactory to us. Our common stock may be delisted from The NASDAQ Capital Market if we cannot maintain compliance with NASDAQ’s continued listing requirements. In order to maintain our listing on The NASDAQ Capital Market, we are required to maintain compliance with NASDAQ’s continued listing requirements. The continued listing requirements include, among others, a minimum bid price of $1.00 per share and any of: (i) a minimum stockholders’ equity of $2.5 million; (ii) a market value of listed securities of at least $35 million; or (iii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three fiscal years. There are no assurances that we will be able to sustain long- term compliance with NASDAQ’s continued listing requirements. On April 19, 2016, we were notified by NASDAQ that we were no longer in compliance with NASDAQ’s continued listing requirements as we did not have a minimum stockholders’ equity of $2.5 million. On October 3, 2016, we were notified by NASDAQ that we had regained compliance with NASDAQ’s continued listing requirements. If we fail to maintain compliance with the applicable NASDAQ continued listing requirements, our stock may be delisted. If we are delisted, we would expect our common stock to be traded in the over-the-counter market, which could make trading our common stock more difficult for investors, potentially leading to declines in our share price and liquidity. Delisting from The NASDAQ Capital Market would also constitute an event of default under our convertible notes. In addition, delisting could result in negative publicity and make it more difficult for us to raise additional capital. Our stock price may fluctuate. The price of our common stock has fluctuated in the past and may fluctuate significantly in the future. We believe that factors such as announcements of developments related to our business, fluctuations in our operating results, general conditions in the semiconductor and semiconductor equipment industries as well as the worldwide economy, 13 announcement of technological innovations, new systems or product enhancements by us or our competitors, fluctuations in the level of cooperative development funding, acquisitions, changes in governmental regulations, developments in patents or other intellectual property rights and changes in our relationships with customers and suppliers could cause the price of our common stock to fluctuate substantially. In addition, in recent years the stock market in general, and the market for small capitalization and high technology stocks in particular, have experienced extreme price fluctuations which have often been unrelated to the operating performance of the affected companies. Such fluctuations could adversely affect the market price of our common stock. We depend on our key personnel and our success depends on our ability to attract and retain talented employees. Our success depends to a significant extent upon the continued service of Gayn Erickson, our President and Chief Executive Officer, as well as other executive officers and key employees. We do not maintain key person life insurance for our benefit on any of our personnel, and none of our employees are subject to a non-competition agreement with us. The loss of the services of any of our executive officers or a group of key employees could have a material adverse effect on our business, financial condition and operating results. Our future success will depend in significant part upon our ability to attract and retain highly skilled technical, management, sales and marketing personnel. There is a limited number of personnel with the requisite skills to serve in these positions, and it has become increasingly difficult for us to hire such personnel. Competition for such personnel in the semiconductor equipment industry is intense, and there can be no assurance that we will be successful in attracting or retaining such personnel. Changes in management could disrupt our operations and adversely affect our operating results. We may be subject to litigation relating to intellectual property infringement which would be time-consuming, expensive and a distraction from our business. If we do not adequately protect our intellectual property, competitors may be able to use our proprietary information to erode our competitive advantage, which could harm our business and operating results. Litigation may be necessary to enforce or determine the validity and scope of our proprietary rights, and there can be no assurance that our intellectual property rights, if challenged, will be upheld as valid. Such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our operating results, regardless of the outcome of the litigation. In addition, there can be no assurance that any of the patents issued to us will not be challenged, invalidated or circumvented or that the rights granted thereunder will provide competitive advantages to us. There are no pending claims against us regarding infringement of any patents or other intellectual property rights of others. However, in the future we may receive communications from third parties asserting intellectual property claims against us. Such claims could include assertions that our products infringe, or may infringe, the proprietary rights of third parties, requests for indemnification against such infringement or suggestions that we may be interested in acquiring a license from such third parties. There can be no assurance that any such claim will not result in litigation, which could involve significant expense to us, and, if we are required or deem it appropriate to obtain a license relating to one or more products or technologies, there can be no assurance that we would be able to do so on commercially reasonable terms, or at all. While we believe we have complied with all applicable environmental laws, our failure to do so could adversely affect our business as a result of having to pay substantial amounts in damages or fees. Federal, state and local regulations impose various controls on the use, storage, discharge, handling, emission, generation, manufacture and disposal of toxic and other hazardous substances used in our operations. We believe that our activities conform in all material respects to current environmental and land use regulations applicable to our operations and our current facilities, and that we have obtained environmental permits necessary to conduct our business. Nevertheless, failure to comply with current or future regulations could result in substantial fines, suspension of production, alteration of our manufacturing processes or cessation of operations. Such regulations could require us to acquire expensive remediation equipment or to incur substantial expenses to comply with environmental regulations. Any failure to control the use, disposal or storage of or adequately restrict the discharge of, hazardous or toxic substances could subject us to significant liabilities. If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected. We are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002. The provisions of the act require, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. Preparing our financial statements involves a number of complex processes, many of which are done manually and are dependent upon individual data input or review. These processes include, but are not limited to, calculating revenue, deferred revenue and inventory costs. While we continue to automate our processes and enhance 14 our review and put in place controls to reduce the likelihood for errors, we expect that for the foreseeable future, many of our processes will remain manually intensive and thus subject to human error. Item 1B. Unresolved Staff Comments None. Item 2. Properties The Company’s principal administrative and production facilities are located in Fremont, California, in a 51,289 square foot building. The Company’s lease was renewed in November 2014 and expires in June 2018. The Company has an option to extend the lease for an additional three year period at rates to be determined. The Company’s facility in Japan is located in a 418 square foot office in Tokyo under a lease which expires in June 2019. The Company also maintains a 1,585 square foot warehouse in Yamanashi under a lease which expires in November 2017. The Company leases a sales and support office in Utting, Germany. The lease, which began February 1, 1992 and expires on January 31, 2019, contains an automatic twelve months renewal, at rates to be determined, if no notice is given prior to six months from expiry. The Company’s and its subsidiaries’ annual rental payments currently aggregate $509,000. The Company periodically evaluates its global operations and facilities to bring its capacity in line with demand and to provide cost efficient services for its customers. In prior years, through this process, the Company has moved from certain facilities that exceeded the capacity required to satisfy its needs. The Company believes that its existing facilities are adequate to meet its current and reasonably foreseeable requirements. The Company regularly evaluates its expected future facilities requirements and believes that alternate facilities would be available if needed. Item 3. Legal Proceedings None. Item 4. Mine Safety Disclosures Not Applicable 15 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is publicly traded on the NASDAQ Capital Market under the symbol “AEHR”. The following table sets forth, for the periods indicated, the high and low sale prices for the common stock on such market. These quotations represent prices between dealers and do not include retail markups, markdowns or commissions and may not necessarily represent actual transactions. Fiscal 2017: First quarter ended August 31, 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter ended November 30, 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter ended February 28, 2017. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter ended May 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal 2016: First quarter ended August 31, 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter ended November 30, 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter ended February 29, 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter ended May 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High Low $3.42 3.58 5.28 6.10 $2.49 2.50 2.02 1.76 $0.96 2.05 2.15 3.37 $1.95 1.72 1.01 0.95 At August 4, 2017, the Company had 145 holders of record of its common stock. A substantially greater number of holders of the Company’s common stock are “street name” or beneficial holders whose shares are held by banks, brokers and other financial institutions. The Company has not paid cash dividends on its common stock or other securities. The Company currently anticipates that it will retain its future earnings, if any, for use in the expansion and operation of its business and does not anticipate paying any cash dividends on its common stock in the foreseeable future. The Company did not repurchase any of its common stock during the fiscal year ended May 31, 2017. PERFORMANCE MEASUREMENT COMPARISON The following graph shows a comparison of total shareholder return for holders of the Company's common stock for the last five fiscal years ended May 31, 2017, compared with the NASDAQ Composite Index and the Philadelphia Semiconductor Index. The graph assumes that $100 was invested in the Company's common stock, in the NASDAQ Composite Index and the Philadelphia Semiconductor Index on May 31, 2012, and that all dividends were reinvested. The Company believes that while total shareholder return can be an important indicator of corporate performance, the stock prices of semiconductor equipment companies like us are subject to a number of market-related factors other than company performance, such as competitive announcements, mergers and acquisitions in the industry, the general state of the economy and the performance of other semiconductor equipment company stocks. Stock prices and shareholder returns over the indicated period should not be considered indicative of future stock prices or shareholder returns. 16 Item 6. Selected Consolidated Financial Data The selected consolidated financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. We derived the statements of operations data for the years ended May 31, 2017, 2016 and 2015 and the balance sheet data as of May 31, 2017 and 2016 from our audited consolidated financial statements and related notes, which are included elsewhere in this Annual Report on Form 10-K. We derived the statements of operations data for the years ended May 31, 2014 and 2013 and the balance sheet data as of May 31, 2015, 2014 and 2013 from our audited consolidated financial statements and related notes which are not included in this Annual Report on Form 10-K. We have not declared or distributed any cash dividends. 17 2017 Fiscal Year Ended May 31, 2016 2014 2015 (In thousands, except per share data) 2013 CONSOLIDATED STATEMENTS OF OPERATIONS: Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,898 $14,501 $10,018 $19,684 $16,488 Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . 12,118 9,356 6,180 9,462 9,712 Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . 6,780 5,145 3,838 10,222 6,776 Operating expenses: Selling, general and administrative. . . . . . . Research and development . . . . . . . . . . . . 7,052 4,657 6,975 4,324 6,470 4,062 6,323 3,402 6,872 3,211 Total operating expenses . . . . . . . . . . . . 11,709 11,299 10,532 9,725 10,083 (Loss) income from operations. . . . . . . . . . . (4,929) (6,154) (6,694) 497 (3,307) Interest expense. . . . . . . . . . . . . . . . . . . . . . Other (expense) income, net . . . . . . . . . . . . (678) (21) (605) (16) (130) 211 (26) (64) (49) (33) (Loss) income before income tax (expense) benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax (expense) benefit. . . . . . . . . . . . Net (loss) income. . . . . . . . . . . . . . . . . . . . . Less: Net income attributable to the noncontrolling interest . . . . . . . . . . . . Net (loss) income attributable to Aehr Test Systems common shareholders. . . . Net (loss) income per share: (5,628) (6,775) (6,613) 407 (3,389) (25) (5,653) (10) (6,785) (34) (6,647) 15 422 (30) (3,419) -- -- -- -- -- $(5,653) $(6,785) $ (6,647) $ 422 $(3,419) Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . $(0.35) $(0.35) $(0.52) $(0.52) $(0.55) $(0.55) $0.04 $0.04 $(0.36) $(0.36) Shares used in per share calculations Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . 16,267 16,267 13,091 13,091 12,047 12,047 10,877 11,889 9,549 9,549 CONSOLIDATED BALANCE SHEETS: 2017 2016 May 31, 2015 2014 2013 Cash and cash equivalents. . . . . . . . . . . . . . . Working capital. . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . $17,803 21,494 30,892 $ 939 4,068 10,046 $5,527 7,776 14,868 Long-term obligations, less current portion . Total shareholders' equity (deficit) . . . . . . . . 6,214 16,794 6,089 (723) 3,799 4,550 $1,809 6,556 12,225 79 7,029 $2,324 4,900 10,975 280 4,994 18 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations should be read in conjunction with our “Selected Consolidated Financial Data” and our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. 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 carriers and test fixtures. Our net sales consist primarily of sales of systems, WaferPak contactors and aligners, multi-die DiePak carriers and autoloaders, single die 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 consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these 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, investments, income taxes, financing operations, warranty obligations, 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. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. REVENUE RECOGNITION We recognize 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) collectability 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 units 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, we entered into an agreement with a customer to develop a next generation FOX system. 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. 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. 19  Royalty-based revenue related to licensing income from performance test boards and burn-in boards is recognized upon the earlier of the receipt by us of the licensee’s report related to its usage of the licensed intellectual property or upon payment by the licensee. Our terms of sales with distributors are generally Free on Board, or 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. Our distributors do not generally carry inventories of our products. Instead, the distributors place orders with us at or about the time they receive orders from their customers. Our shipment terms to our distributors do not provide for credits or rights of return. Because our distributors do not generally carry inventories of our products, they do not have rights to price protection or to return products. At the time we ship products to the distributors, the price is fixed. Subsequent to the issuance of the invoice, there are no discounts or special terms. We do not give the buyer the right to return the product or to receive future price concessions. Our arrangements do not include vendor consideration. ALLOWANCE FOR DOUBTFUL ACCOUNTS We maintain an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. We also review our trade receivables by aging category to identify specific customers with known disputes or collection issues. We exercise judgment when determining the adequacy of these reserves as we evaluate historical bad debt trends, general economic conditions in the United States and internationally and changes in customer financial conditions. Uncollectible receivables are recorded as bad debt expense when all efforts to collect have been exhausted and recoveries are recognized when they are received. WARRANTY OBLIGATIONS We provide and record the estimated cost of product warranties at the time revenues are recognized on products shipped. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers, our warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Our estimate of warranty reserve is based on management’s assessment of future warranty obligations and on historical warranty obligations. Should actual product failure rates, material usage or service delivery costs differ from our estimates, revisions to the estimated warranty liability would be required, which could affect how we account for expenses. INVENTORY OBSOLESCENCE In each of the last three fiscal years, we have written down our inventory for estimated obsolescence or unmarketable inventory by an amount equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If future market conditions are less favorable than those projected by management, additional inventory write-downs may be required. 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. A full valuation allowance was established against all deferred tax assets, as management determined that it is more likely than not that deferred tax assets will not be realized, as of May 31, 2017 and 2016. We account 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. We do not expect any material change in its unrecognized tax benefits over the next twelve months. We recognize interest and penalties related to unrecognized tax benefits as a component of income taxes. Although we file U.S. federal, various state and foreign tax returns, our 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. 20  STOCK-BASED COMPENSATION EXPENSE 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 is 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. Our 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 our stock-based compensation is accounted for as an equity instrument. The fair value of each option grant and the right to purchase shares under our ESPP are estimated on the date of grant using the Black-Scholes option valuation model with assumptions concerning expected term, stock price volatility, expected dividend yield, risk-free interest rate and the expected life of the award. See Note 1 to our consolidated financial statements for additional information relating to stock-based compensation. See Notes 11 and 12 to our consolidated financial statements for detailed information regarding the stock option plan and the ESPP. RESULTS OF OPERATIONS The following table sets forth statements of operations data as a percentage of net sales for the periods indicated. 2017 Year Ended May 31, 2016 2015 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 64.1 35.9 100.0% 64.5 35.5 100.0% 61.7 38.3 Operating expenses: Selling, general and administrative . . . . . . . . . . . . . . . . Research and development . . . . . . . . . . . . . . . . . . . . . 37.3 24.7 48.1 29.8 64.6 40.5 Total operating expenses. . . . . . . . . . . . . . . . . . . . . . 62.0 77.9 105.1 Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . (26.1) (42.4) (66.8) Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (expense) income, net. . . . . . . . . . . . . . . . . . . . . . (3.6) (0.1) (4.2) (0.1) (1.3) 2.1 Loss before income tax expense . . . . . . . . . . . . . . . . . . (29.8) (46.7) (66.0) Income tax expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.1) (0.1) (0.4) Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29.9) (46.8) (66.4) Less: Net income attributable to the noncontrolling interest. . . . . . . . . . . . . . . . . . . Net loss attributable to Aehr Test Systems common shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- -- (29.9)% (46.8)% (66.4)% FISCAL YEAR ENDED MAY 31, 2017 COMPARED TO FISCAL YEAR ENDED MAY 31, 2016 NET SALES. Net sales increased to $18.9 million for the fiscal year ended May 31, 2017 from $14.5 million for the fiscal year ended May 31, 2016, an increase of 30.3%. The increase in net sales in fiscal 2017 resulted primarily from increases in net sales of both our wafer-level products and Test During Burn-in (TDBI) products. Net sales of the wafer- level products for fiscal 2017 were $9.6 million, and increased approximately $0.9 million from fiscal 2016. Net sales of the TDBI products for fiscal 2017 were $9.2 million, and increased approximately $3.4 million from fiscal 2016. 21  GROSS PROFIT. Gross profit increased to $6.8 million for the fiscal year ended May 31, 2017 from $5.1 million for the fiscal year ended May 31, 2016, an increase of 31.8%. Gross profit margins for the fiscal years ended May 31, 2017 and 2016 were 35.9% and 35.5%, respectively.(cid:3)(cid:3) SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses were $7.1 million for the fiscal year ended May 31, 2017, compared with $7.0 million for the fiscal year ended May 31, 2016, an increase of 1.1%. The increase in SG&A expenses was primarily due to increases in employment related expenses. RESEARCH AND DEVELOPMENT. R&D expenses increased to $4.7 million for the fiscal year ended May 31, 2017 from $4.3 million for the fiscal year ended May 31, 2016, an increase of 7.7%. Higher R&D expenses in the fiscal year ended May 31, 2017 were primarily due to increases of $0.2 million in employment related expenses and $0.1 million in project expenses. INTEREST EXPENSE. Interest expense increased to $678,000 for the fiscal year ended May 31, 2017 from $605,000 for the fiscal year ended May 31, 2016. The increase in interest expense for the fiscal year ended May 31, 2017 was primarily due to higher average borrowings. OTHER (EXPENSE) INCOME, NET. Other expense, net was $21,000 and $16,000 for the fiscal year ended May 31, 2017 and 2016, respectively. The change in other expense was due primarily to losses realized in connection with the fluctuation in the value of the dollar compared to foreign currencies during the referenced periods. INCOME TAX EXPENSE. Income tax expense was $25,000 and $10,000 for the fiscal year ended May 31, 2017 and 2016, respectively. FISCAL YEAR ENDED MAY 31, 2016 COMPARED TO FISCAL YEAR ENDED MAY 31, 2015 NET SALES. Net sales increased to $14.5 million for the fiscal year ended May 31, 2016 from $10.0 million for the fiscal year ended May 31, 2015, an increase of 44.7%. The increase in net sales in fiscal 2016 resulted primarily from an increase in net sales of our wafer-level products, partially offset by a decrease in net sales of our TDBI products. Net sales of the wafer-level products for fiscal 2016 were $8.7 million, and increased approximately $5.5 million from fiscal 2015. Net sales of the TDBI products for fiscal 2016 were $5.8 million, and decreased approximately $0.7 million from fiscal 2015. GROSS PROFIT. Gross profit increased to $5.1 million for the fiscal year ended May 31, 2016 from $3.8 million for the fiscal year ended May 31, 2015, an increase of 34.1%. Gross profit margin for the fiscal year ended May 31, 2016 was 35.5%, compared with 38.3% for the fiscal year ended May 31, 2015.(cid:3)(cid:3)The decrease in gross profit margin of 2.8% was primarily due to manufacturing inefficiencies from decreased manufacturing levels, resulting in a 4.5% gross profit margin reduction, partially offset by decreased direct material costs as a percentage of sales due to product mix and the sale of fully reserved inventory, resulting in a 1.7% increase in gross profit margin. SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses were $7.0 million for the fiscal year ended May 31, 2016, compared with $6.5 million for the fiscal year ended May 31, 2015, an increase of 7.8%. The increase in SG&A expenses was primarily due to increases of $0.2 million each in employment related expenses and sales commissions to outside sales representatives. RESEARCH AND DEVELOPMENT. R&D expenses increased to $4.3 million for the fiscal year ended May 31, 2016 from $4.1 million for the fiscal year ended May 31, 2015, an increase of 6.5%. Higher R&D expenses in the fiscal year ended May 31, 2016 were primarily due to increases of $0.2 million in each of project expenses and employment related expenses. INTEREST EXPENSE. Interest expense increased to $605,000 for the fiscal year ended May 31, 2016 from $130,000 for the fiscal year ended May 31, 2015. The increase in interest expense for the fiscal year ended May 31, 2016 was primarily due to an increase in borrowing under existing debt agreements. OTHER (EXPENSE) INCOME, NET. Other expense, net was $16,000 for the fiscal year ended May 31, 2016, compared with other income, net of $211,000 for the fiscal year ended May 31, 2015. The change between other expense and other income was due primarily to losses or gains realized in connection with the fluctuation in the value of the dollar compared to foreign currencies during the referenced periods. INCOME TAX EXPENSE. Income tax expenses were $10,000 and $34,000 for the fiscal year ended May 31, 2016 and 2015, respectively. 22 LIQUIDITY AND CAPITAL RESOURCES We consider cash and cash equivalents as liquid and available for use. As of May 31, 2017, we had $17.8 million in cash and cash equivalents, compared to $0.9 million as of May 31, 2016. Net cash used in operating activities was $4.5 million and $6.3 million for the fiscal years ended May 31, 2017 and 2016, respectively. For the fiscal year ended May 31, 2017, net cash used in operating activities was primarily the result of the net loss of $5.7 million, as adjusted to exclude the effect of non-cash charge of stock-based compensation expense of $1.0 million, and an increase in accounts receivable of $3.5 million, partially offset by a decrease in inventories of $0.4 million. Other changes in cash from operations resulted from an increase in accounts payable as well as an increase in customer deposits and deferred revenue of $1.7 million each. The increase in accounts receivable was primarily due to an increase in sales. The decrease in inventories is primarily due to the sales of systems on-hand at the beginning of the period. The increase in accounts payable was primarily due to higher expenditures associated with higher revenue. The increase in customer deposits and deferred revenue was primarily due to the receipt of additional down payments from certain customers. For the fiscal year ended May 31, 2016, net cash used in operating activities was primarily the result of the net loss of $6.8 million, as adjusted to exclude the effect of non-cash charges including stock-based compensation expense of $1.0 million, and depreciation and amortization of $0.2 million. Other changes in cash from operations resulted from a decrease in accounts receivable of $0.9 million, and increases in accounts payable of $0.6 million and accrued expenses of $0.5 million, offset by a decrease in customer deposits and deferred revenue of $2.9 million. The decrease in accounts receivable was primarily due to improvements in customer payment terms. The increases in accounts payable and accrued expenses were primarily due to higher expenditures associated with higher revenue. The decrease in customer deposits and deferred revenue was primarily due to the decrease in backlog of customer orders with down payments. Net cash used in investing activities was $0.5 million and $0.9 million for the fiscal year ended May 31, 2017 and 2016, respectively. Net cash used in investing activities for the fiscal year ended May 31, 2017 and 2016 was due to the purchases of property and equipment for our capital and infrastructure improvement plan to showcase our products and to enhance our manufacturing capabilities in preparation for increased demand. Financing activities provided net cash of $21.8 million for the fiscal year ended May 31, 2017 as compared to $2.5 million for the fiscal year ended May 31, 2016. Net cash provided by financing activities during the fiscal year ended May 31, 2017 was primarily due to the net proceeds of $15.8 million from the sale of our common stock in a public offering that closed on April 19, 2017, the net proceeds of $5.3 million from the sale of our common stock in a private placement transaction with certain institutional and accredited investors that closed on September 28, 2016, and $0.7 million in proceeds from issuance of common stock under employee plans. Net cash provided by financing activities during the fiscal year ended May 31, 2016 was due to net borrowings under the credit facility of $2.0 million, and $0.5 million in proceeds from issuance of common stock under employee plans. As of May 31, 2017 and 2016, we had working capital of $21.5 and $4.1 million, respectively. Working capital consists of cash and cash equivalents, accounts receivable, inventories and prepaid expenses and other current assets, less current liabilities. As of May 31, 2016, we had $0.9 million in cash and cash equivalents, compared to $5.5 million as of May 31, 2015. As of May 31, 2015, we had working capital of $7.8 million. For the fiscal year ended May 31, 2015, net cash used in operating activities was primarily the result of the net loss of $6.6 million, as adjusted to exclude the effect of non-cash charges including stock-based compensation expense of $1.0 million, and an increase in inventories of $1.0 million, partially offset by an increase in customer deposits and deferred revenue of $3.7 million and a decrease in accounts receivable of $1.8 million. The increase in inventories was primarily due to inventory purchases to support future shipments. The increase in customer deposits and deferred revenue was primarily due to the receipt of additional down payments from certain customers. The decrease in accounts receivable was primarily due to a decrease in sales. Net cash used in investing activities was $0.1 million for the fiscal year ended May 31, 2015 was due to the purchase of property and equipment. Net cash provided by financing activities during the fiscal year ended May 31, 2015 was primarily due to net proceeds of $3.8 million from the issuance of Convertible Notes, and the net proceeds of $2.6 million from the sale of our common stock in a private placement transaction with our certain directors and officers and other accredited investors that closed on November 26, 2014. Refer to Note 9 of Notes to Consolidated Financial Statements, “LONG-TERM DEBT”, for further discussion of the Credit Facility and Convertible Notes. 23  We lease our manufacturing and office space under operating leases. We entered into a non-cancelable operating lease agreement for our United States manufacturing and office facilities, which was renewed in November 2014 and expires in June 2018. Under the lease agreement, we are responsible for payments of utilities, taxes and insurance. From time to time, we evaluate potential acquisitions of businesses, products or technologies that complement our business. If consummated, any such transactions may use a portion of our working capital or require the issuance of equity. We have no present understandings, commitments or agreements with respect to any material acquisitions. We anticipate that the existing cash balance together with income from operations, collections of existing accounts receivable, revenue from our existing backlog of products, the sale of inventory on hand, and deposits and down payments against significant orders will be adequate to meet our liquidity requirements for the next 12 months. OFF-BALANCE SHEET FINANCING We have not entered into any off-balance sheet financing arrangements and has not established any special purpose entities. OVERVIEW OF CONTRACTUAL OBLIGATIONS The following table provides a summary of such arrangements, or contractual obligations. Operating Leases . . . . . . . . . . . . . . . . . Convertible Notes . . . . . . . . . . . . . . . . Interest on Convertible Notes (1) . . . . Purchases (2) . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . Payments Due by Period (in thousands) Less than 1 year $ 502 -- 550 5,684 $6,736 1-3 years $ 65 6,110 610 -- $6,785 3-5 years $ -- -- -- -- $ -- 5 years $ -- -- -- -- $ -- Total $ 567 6,110 1,160 5,684 $13,521 (1) Based on 9% interest rate. See Note 9 “LONG-TERM DEBT.” (2) Shown above are our binding purchase obligations. The large majority of our purchase orders are cancelable by either party, which if canceled may result in a negotiation with the vendor to determine if there shall be any restocking or cancellation fees payable to the vendor. In the normal course of business to facilitate sales of our products, we indemnify other parties, including customers, with respect to certain matters. We have agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or from intellectual property infringement or other claims. These agreements may limit the time period within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, our payments under these agreements have not had a material impact on our operating results, financial position or cash flows. RECENT ACCOUNTING PRONOUNCEMENTS: For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note 1, “Organization and Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements. Item 7A. Quantitative and Qualitative Disclosures about Market Risk We had no holdings of derivative financial or commodity instruments at May 31, 2017. We are exposed to financial market risks, including changes in interest rates and foreign currency exchange rates. We only invest our short-term excess cash in government-backed securities with maturities of 18 months or less. We do not use any financial instruments for speculative or trading purposes. Fluctuations in interest rates would not have a material effect on our financial position, results of operations or cash flows. 24  A majority of our revenue and capital spending is transacted in U.S. Dollars. We, however, enter into transactions in other currencies, primarily Euros and Japanese Yen. Since the price is determined at the time a purchase order is accepted, we are exposed to the risks of fluctuations in the foreign currency-U.S. Dollar exchange rates during the lengthy period from purchase order to ultimate payment. This exchange rate risk is partially offset to the extent that our subsidiaries incur expenses payable in their local currency. To date, we have not invested in instruments designed to hedge currency risks. In addition, our subsidiaries typically carry debt or other obligations due to us that may be denominated in either their local currency or U.S. Dollars. Since our subsidiaries’ financial statements are based in their local currency and our condensed consolidated financial statements are based in U.S. Dollars, our subsidiaries and we recognize foreign exchange gains or losses in any period in which the value of the local currency rises or falls in relation to the U.S. Dollar. A 10% decrease in the value of the subsidiaries’ local currency as compared with the U.S. Dollar would not be expected to result in a significant change to our net income or loss. There have been no material changes in our risk exposure since the end of the last fiscal year, nor are any material changes to our risk exposure anticipated. 25 Item 8. Financial Statements and Supplementary Data INDEX Consolidated Financial Statements of Aehr Test Systems Report of Independent Registered Public Accounting Firm ............ 27 Consolidated Balance Sheets at May 31, 2017 and 2016................ 28 Consolidated Statements of Operations for the years ended May 31, 2017, 2016 and 2015................................. 29 Consolidated Statements of Comprehensive Loss for the years ended May 31, 2017, 2016 and 2015................................. 30 Consolidated Statements of Shareholders' Equity (Deficit) for the years ended May 31, 2017, 2016 and 2015........................... 31 Consolidated Statements of Cash Flows for the years ended May 31, 2017, 2016 and 2015....................................... 32 Notes to Consolidated Financial Statements.......................... 33 Financial statement schedules not listed above are either omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or in the Notes thereto. 26  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Aehr Test Systems We have audited the accompanying consolidated balance sheets of Aehr Test Systems and subsidiaries (the “Company”) as of May 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive loss, shareholders’ equity (deficit), and cash flows for each of the years in the three-year period ended May 31, 2017. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor have we been engaged to perform, an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aehr Test Systems and subsidiaries as of May 31, 2017 and 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended May 31, 2017, in conformity with accounting principles generally accepted in the United States of America. /s/ BPM LLP San Jose, California August 29, 2017 27 AEHR TEST SYSTEMS AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA) May 31, 2017 2016 ASSETS Current assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other. . . . . . . . . . . . . . . . . . . . . . . $17,803 4,010 6,604 961 $ 939 522 7,033 254 Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,378 8,748 Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,419 95 1,204 94 Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $30,892 $10,046 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer deposits and deferred revenue . . . . . . . . . . . . $2,808 1,609 3,467 Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 7,884 Convertible notes, net of debt issuance costs. . . . . . . . . . . Deferred revenue, long-term . . . . . . . . . . . . . . . . . . . . . . 6,110 104 $1,413 1,553 1,714 4,680 5,962 127 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,098 10,769 Commitments and contingencies (Note 16) Aehr Test Systems shareholders' equity (deficit): Preferred stock, $0.01 par value: Authorized: 10,000 shares; Issued and outstanding: none . . . . . . . . . . . . . . . . . . . . Common stock, $0.01 par value: Authorized: 75,000 shares; Issued and outstanding: 21,340 shares and 13,216 shares at May 31, 2017 and 2016, respectively . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income . . . . . . . . . . Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Aehr Test Systems shareholders' equity (deficit). . Noncontrolling interest. . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- 213 81,128 2,249 (66,777) 16,813 (19) 132 58,052 2,237 (61,124) (703) (20) Total shareholders' equity (deficit) . . . . . . . . . . . . . . . . 16,794 (723) Total liabilities and shareholders' equity (deficit). . . . . . $30,892 $10,046 The accompanying notes are an integral part of these consolidated financial statements. 28 AEHR TEST SYSTEMS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) 2017 Year Ended May 31, 2016 2015 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,898 12,118 6,780 $14,501 9,356 5,145 $10,018 6,180 3,838 Operating expenses: Selling, general and administrative . . . . . . . . . . . . . . . . . . Research and development . . . . . . . . . . . . . . . . . . . . . . . Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . 7,052 4,657 11,709 6,975 4,324 6,470 4,062 11,299 10,532 Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,929) (6,154) (6,694) Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . (678) (21) (605) (16) (130) 211 Loss before income tax expense . . . . . . . . . . . . . . . . . . . . (5,628) (6,775) (6,613) Income tax expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25) (10) Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,653) (6,785) (34) (6,647) Less: Net income attributable to the noncontrolling interest. . . . . . . . . . . . . . . . . . . . . Net loss attributable to Aehr Test Systems common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- -- $ (5,653) $(6,785) $ (6,647) Net loss per share – basic and diluted . . . . . . . . . . . . . . . . Shares used in per share calculation – basic. . . . . . . . . . . . Shares used in per share calculation – diluted . . . . . . . . . . $(0.35) 16,267 16,267 $(0.52) 13,091 13,091 $(0.55) 12,047 12,047 The accompanying notes are an integral part of these consolidated financial statements. 29  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS AEHR TEST SYSTEMS AND SUBSIDIARIES (IN THOUSANDS) 2017 Year Ended May 31, 2016 2015 Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(5,653) $(6,785) $ (6,647) Other comprehensive income (loss), net of tax: Foreign currency translation income loss . . . . . . . . . 13 4 (254) Total comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . (5,640) (6,781) (6,901) Less: Comprehensive income (loss) attributable to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . Comprehensive loss, attributable to Aehr Test Systems. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (2) 3 $(5,641) $(6,779) $ (6,904) The accompanying notes are an integral part of these consolidated financial statements. 30  AEHR TEST SYSTEMS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (IN THOUSANDS) Accumulated Additional Other Total Aehr Test Systems Total Common Stock Paid-in Comprehensive Accumulated Shareholders’ Noncontrolling Shareholders' Shares 11,203 Amount $112 Capital $52,142 Income $2,488 Deficit $(47,692) Equity (Deficit) $ 7,050 Interest Equity (Deficit) $(21) $ 7,029 Balances, May 31, 2014 Issuance of common stock under private placement . . . . . . 1,065 11 2,563 -- -- 2,574 -- 2,574 Issuance of common stock 589 under employee plans. . . . . . . . Stock-based compensation. . . . . -- -- Net loss . . . . . . . . . . . . . . . . . . . . 6 -- -- 849 993 -- -- -- -- -- -- (6,647) 855 993 (6,647) -- -- -- 855 993 (6,647) Foreign currency translation adjustment . . . . . . . -- -- -- (257) -- (257) 3 (254) Balances, May 31, 2015 12,857 129 56,547 2,231 (54,339) 4,568 (18) 4,550 Issuance of common stock 359 under employee plans. . . . . . . . Stock-based compensation. . . . . -- -- Net loss . . . . . . . . . . . . . . . . . . . . 3 -- -- 509 996 -- -- -- -- -- -- (6,785) 512 996 (6,785) -- -- -- 512 996 (6,785) Foreign currency translation adjustment. . . . . . . -- -- -- 6 -- 6 (2) 4 Balances, May 31, 2016 13,216 132 58,052 2,237 (61,124) (703) (20) (723) Issuance of common stock under employee plans. . . . . . . . 779 8 696 Issuance of common stock under public offering. . . . . . . . 4,423 Issuance of common stock under private offering. . . . . . . . 2,722 Issuance of common stock in 44 15,788 27 5,272 consideration for cancellation of outstanding vendor invoice . 200 Stock-based compensation. . . . . -- -- Net loss . . . . . . . . . . . . . . . . . . . . 2 -- -- 321 999 -- -- -- -- -- -- -- -- 704 -- 704 -- 15,832 -- 5,299 -- -- (5,653) 323 999 (5,653) -- -- -- -- -- 15,832 5,299 323 999 (5,653) Foreign currency translation adjustment . . . . . . . -- -- -- 12 -- 12 1 13 Balances, May 31, 2017 21,340 $213 $81,128 $2,249 $(66,777) $ 16,813 $(19) $ 16,794 The accompanying notes are an integral part of these consolidated financial statements. 31 AEHR TEST SYSTEMS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Cash flows from operating activities: Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . Provision (recovery of) for doubtful accounts. . . . . . . . . . . . Loss on disposal of asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . Changes in operating assets and liabilities: Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other. . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer deposits and deferred revenue. . . . . . . . . . . . . . . . Income taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in operating activities. . . . . . . . . . . . . . . . . . . Cash flows from investing activities: Purchases of property and equipment. . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . Cash flows from financing activities: Line of credit borrowings (repayments), net. . . . . . . . . . . . . . . . Proceeds from issuance of convertible notes, net. . . . . . . . . . . . Proceeds from issuance of common stock under public offering, net of issuance costs . . . . . . . . . . . . . . Proceeds from issuance of common stock under private placement, net of issuance costs . . . . . . . . . . . . Proceeds from issuance of common stock under employee plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by financing activities . . . . . . . . . . . . . . . 2017 Year Ended May 31, 2016 2015 $(5,653) $(6,785) $ (6,647) 999 53 -- 148 271 (3,507) 430 (707) 1,686 53 1,730 2 -- (4,495) 1,016 (13) 2 177 203 887 70 9 564 539 (2,909) (41) -- (6,281) 997 (30) -- 31 135 1,774 (1,008) 34 (850) (371) 3,702 (15) (8) (2,256) (477) (477) (919) (919) (118) (118) -- -- 2,000 (6) (777) 3,760 15,832 -- -- 5,299 -- 2,574 704 21,835 512 2,506 855 6,412 Effect of exchange rates on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 106 (320) Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents, beginning of year. . . . . . . . . . . . . . . . . 16,864 939 Cash and cash equivalents, end of year. . . . . . . . . . . . . . . . . . . . . . $17,803 (4,588) 5,527 $ 939 3,718 1,809 $ 5,527 Supplemental cash flow information: Cash paid during the year for: Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18 $516 $47 $302 $26 $130 Supplemental disclosure of non-cash flow information: Net change in capitalized stock-based compensation. . . . . . . . . Line of credit converted to convertible notes . . . . . . . . . . . . . . Fair value of common stock issued to settle accounts payable . $ -- $ -- $323 $ (20) $2,000 $ -- $(4) $ -- $ -- The accompanying notes are an integral part of these consolidated financial statements. 32 AEHR TEST SYSTEMS AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BUSINESS: Aehr Test Systems (the “Company”) was incorporated in California in May 1977 and primarily designs, engineers and manufactures test and burn-in equipment used in the semiconductor industry. The Company’s principal products are the Advanced Burn-In and Test System, or ABTS, the FOX full wafer contact parallel test and burn-in systems, the MAX burn-in system, WaferPak full wafer contactor, the DiePak carrier and test fixtures. LIQUIDITY: Since inception, the Company has incurred substantial cumulative losses and negative cash flows from operations. In response, the Company took steps to minimize expense levels, entered into credit arrangements, and raised capital through public and private equity offerings, to increase the likelihood that it will have sufficient cash to support operations. In April 2017, the Company completed a public offering of its common stock raising net proceeds to the Company of $15.8 million. At May 31, 2017 the Company had $17.8 million in cash and cash equivalents. The Company anticipates that the existing cash balance together with income from operations, collections of existing accounts receivable, revenue from our existing backlog of products, the sale of inventory on hand, and deposits and down payments against significant orders will be adequate to meet its working capital and capital equipment requirements. CONSOLIDATION: The consolidated financial statements include the accounts of the Company and both its wholly-owned and majority- owned foreign subsidiaries. Intercompany accounts and transactions have been eliminated. FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS: Assets and liabilities of the Company’s foreign subsidiaries and a branch office are translated into U.S. Dollars from their functional currencies of Japanese Yen, Euros and New Taiwan Dollars using the exchange rate in effect at the balance sheet date. Additionally, their net sales and expenses are translated using exchange rates approximating average rates prevailing during the fiscal year. Translation adjustments that arise from translating their financial statements from their local currencies to U.S. Dollars are accumulated and reflected as a separate component of shareholders’ equity (deficit). Transaction gains and losses that arise from exchange rate changes denominated in currencies other than the local currency are included in the Consolidated Statements of Operations as incurred. See Note 13 for the detail of foreign exchange transaction gains and losses for all periods presented. USE OF ESTIMATES: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the Company’s consolidated financial statements include allowance for doubtful accounts, valuation of inventory at the lower of cost or market, and warranty reserves. CASH EQUIVALENTS AND INVESTMENTS: Cash equivalents consist of money market instruments purchased with an original maturity of three months or less. These investments are reported at fair value. FAIR VALUE OF FINANCIAL INSTRUMENTS AND MEASUREMENT: 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. 33  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 May 31, 2017 (in thousands): Money market funds. . . . . Certificate of deposit . . . . Assets. . . . . . . . . . . . . . . . Balance as of May 31, 2017 $ 15,516 50 $ 15,566 Level 1 $ 15,516 -- $ 15,516 Level 2 Level 3 $ -- 50 $ 50 $ -- -- $ -- The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of May 31, 2016 (in thousands): Money market funds. . . . . Certificate of deposit . . . . Assets. . . . . . . . . . . . . . . . Balance as of May 31, 2016 $ 1 50 $ 51 Level 1 Level 2 Level 3 $ 1 -- $ 1 $ -- 50 $ 50 $ -- -- $ -- There were no financial liabilities measured at fair value as of May 31, 2017 and 2016. There were no transfers between Level 1 and Level 2 fair value measurements during the fiscal year ended May 31, 2017 and 2016. 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. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS: 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. Accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. The Company also reviews its trade receivables by aging category to identify specific customers with known disputes or collection issues. The Company exercises judgment when determining the adequacy of these reserves as the Company evaluates historical bad debt trends, general economic conditions in the United States and internationally, and changes in customer financial conditions. Uncollectible receivables are recorded as bad debt expense when all efforts to collect have been exhausted and recoveries are recognized when they are received. No significant adjustments to the allowance for doubtful accounts were recorded during the years ended May 31, 2017, 2016 or 2015. CONCENTRATION OF CREDIT RISK: The Company sells its products primarily to semiconductor manufacturers in North America, Asia, and Europe. As of May 31, 2017, approximately 55%, 0% and 45% of gross accounts receivable were from customers located in Asia, 34 Europe and North America, respectively. As of May 31, 2016, approximately 7%, 68% and 25% of gross accounts receivable were from customers located in Asia, Europe and North America, respectively. Three customers accounted for 47%, 40% and 11% of gross accounts receivable as of May 31, 2017. One customer accounted for 67% of gross accounts receivable as of May 31, 2016. Four customers accounted for 45%, 19%, 17% and 10% of net sales in fiscal 2017. Two customers accounted for 47% and 32% of net sales in fiscal 2016. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company uses letter of credit terms for some of its international customers. The Company’s cash and cash equivalents are generally deposited with major financial institutions in the United States, Japan, Germany and Taiwan. The Company invests its excess cash in money market funds. The money market funds bear the risk associated with each fund. The money market funds have variable interest rates. The Company has not experienced any material losses on its money market funds or short-term cash deposits. CONCENTRATION OF SUPPLY RISK: The Company relies on subcontractors to manufacture many of the components and subassemblies used in its products. Quality or performance failures of the Company’s products or changes in its manufacturers’ financial or business condition could disrupt the Company’s ability to supply quality products to its customers and thereby have a material and adverse effect on its business and operating results. Some of the components and technologies used in the Company’s products are purchased and licensed from a single source or a limited number of sources. The loss of any of these suppliers may cause the Company to incur additional transition costs, result in delays in the manufacturing and delivery of its products, or cause it to carry excess or obsolete inventory and could cause it to redesign its products. INVENTORIES: Inventories include material, labor and overhead, and are stated at the lower of cost (first-in, first-out method) or market. Provisions for excess, obsolete and unusable inventories are made after management’s evaluation of future demand and market conditions. The Company adjusts inventory balances to approximate the lower of its manufacturing costs or market value. If actual future demand or market conditions become less favorable than those projected by management, additional inventory write-downs may be required, and would be reflected in cost of product revenue in the period the revision is made. PROPERTY AND EQUIPMENT: Property and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, while repairs and maintenance are expensed as incurred. Leasehold improvements are amortized over the lesser of their estimated useful lives or the term of the related lease. Furniture and fixtures, machinery and equipment, and test equipment are depreciated on a straight-line basis over their estimated useful lives. The ranges of estimated useful lives are generally as follows: Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 to 6 years Machinery and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 6 years Test equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 to 6 years 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 35 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. 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. PRODUCT DEVELOPMENT COSTS AND CAPITALIZED SOFTWARE: Costs incurred in the research and development of new products or systems are charged to operations as incurred. Costs incurred in the development of software programs for the Company’s products are charged to operations as incurred until technological feasibility of the software has been established. Generally, technological feasibility is established when the software module performs its primary functions described in its original specifications, contains features required for it to be usable in a production environment, is completely documented and the related hardware portion of the product is complete. After technological feasibility is established, any additional costs are capitalized. Capitalization of software costs ceases when the software is substantially complete and is ready for its intended use. Capitalized costs are amortized over the estimated life of the related software product using the greater of the units of sales or straight-line methods over ten years. No system software development costs were capitalized or amortized in fiscal 2017, 2016 and 2015. IMPAIRMENT OF LONG-LIVED ASSETS: In the event that facts and circumstances indicate that the carrying value of assets may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying value to determine if a write-down is required. ADVERTISING COSTS: The Company expenses all advertising costs as incurred and the amounts were not material for all periods presented. SHIPPING AND HANDLING OF PRODUCTS: Amounts billed to customers for shipping and handling of products are included in net sales. Costs incurred related to shipping and handling of products are included in cost of sales. 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. A full valuation allowance was established against all deferred tax assets, as management determined that it is more likely than not that deferred tax assets will not be realized, as of May 31, 2017 and 2016. 36  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. 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 expense for stock options and ESPP purchase rights is 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 expense 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 equity instruments. The following table summarizes the stock-based compensation expense for the years ended May 31, 2017, 2016 and 2015 (in thousands, except per share data): Stock-based compensation in the form of stock options, RSUs, and ESPP purchase rights, included in: Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative. . . . . . . . . . . . . . . Research and development . . . . . . . . . . . . . . . . . . . . Net effect on net loss. . . . . . . . . . . . . . . . . Effect on net loss per share: Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 Year Ended May 31, 2016 2015 $ 91 714 194 $ 87 723 206 $999 $1,016 $0.06 $0.06 $0.08 $0.08 $ 70 726 201 $997 $0.08 $0.08 During fiscal 2017, 2016 and fiscal 2015, the Company recorded stock-based compensation related to stock options and restricted stock units of $884,000, $894,000 and $857,000, respectively. As of May 31, 2017, the total compensation cost related to unvested stock-based awards under the Company’s 2006 Equity Incentive Plan and 2016 Equity Incentive Plan, but not yet recognized, was $886,000 which is net of estimated forfeitures of $2,000. This cost will be amortized on a straight-line basis over a weighted average period of approximately 2.3 years. During fiscal 2017, 2016 and fiscal 2015, the Company recorded stock-based compensation related to its ESPP of $115,000, $122,000 and $140,000, respectively. As of May 31, 2017, 2016 and 2015, stock-based compensation costs of zero, zero and $20,000, respectively, were capitalized as part of inventory. As of May 31, 2017, the total compensation cost related to purchase rights under the ESPP but not yet recognized was $33,000. This cost will be amortized on a straight-line basis over a weighted average period of approximately 0.7 years. Valuation Assumptions Valuation and Amortization Method. The Company estimates the fair value of stock options granted using the Black- Scholes option valuation method 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. 37  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 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 expense recorded. Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option valuation method 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 values of the Company’s stock options granted to employees in fiscal 2017, 2016 and 2015 were estimated using the following weighted average assumptions in the Black-Scholes option valuation method: Option plan shares Expected term (in years) . . . . . . . . . . . . . . . . . . . . . . . Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rates. . . . . . . . . . . . . . . . . . . . . . . . . Weighted-average grant date fair value. . . . . . . . . . . . . Year Ended May 31, 2017 2016 2015 4 0.81 1.02% $1.09 4 0.86 1.21% $1.31 4 0.90 1.20% $1.52 The fair value of our ESPP purchase rights for the fiscal 2017, 2016 and 2015 was estimated using the following weighted-average assumptions: Employee stock purchase plan shares Expected term (in years) . . . . . . . . . . . . . . . . . . . . . . . Volatility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rates. . . . . . . . . . . . . . . . . . . . . . . . . Weighted-average grant date fair value. . . . . . . . . . . . . EARNINGS PER SHARE (“EPS”): Year End May 31, 2017 2016 2015 0.5 – 2.0 0.79 – 1.08 0.48%–0.80% $1.65 0.5 – 2.0 0.64 – 0.74 0.40%–0.76% $0.80 0.5 – 2.0 0.55 – 0.83 0.04%–0.55% $1.43 Basic EPS is determined using the weighted average number of common shares outstanding during the period. Diluted EPS is determined using the weighted average number of common shares and potential common shares (representing the dilutive effect of stock options, and employee stock purchase plan shares) outstanding during the period using the treasury stock method. The following table presents the computation of basic and diluted net loss per share attributable to Aehr Test Systems common shareholders (in thousands, except per share data): 38 Numerator: Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 $(5,653) Year Ended May 31, 2016 $(6,785) 2015 $(6,647) Denominator for basic net loss per share: Weighted-average shares outstanding . . . . . . . . . . . . . . . . . . 16,267 13,091 12,047 Shares used in basic net loss per share calculation . . . . . . . . . 16,267 13,091 12,047 Effect of dilutive securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- -- Denominator for diluted net loss per share . . . . . . . . . . . . . . . 16,267 13,091 12,047 Basic net loss per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(0.35) $(0.52) $(0.55) Diluted net loss per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(0.35) $(0.52) $(0.55) 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. In the fiscal year’s ended May 31, 2017 and 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 these periods are the same. Stock options to purchase 3,074,000, 3,201,000, and 3,686,000 shares of common stock were outstanding on May 31, 2017, 2016 and 2015, respectively, but were not included in the computation of diluted net loss per share, because the inclusion of such shares would be anti-dilutive. RSUs for 32,000 and 35,000 shares were outstanding at May 31, 2017 and 2016, respectively, but not included in the computation of diluted net loss per share, because the inclusion of such shares would be anti-dilutive. ESPP rights to purchase 169,000, 304,000 and 175,000 ESPP shares were outstanding on May 31, 2017, 2016 and 2015, respectively, 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 May 31, 2017 and 2016 were not included in the computation of diluted net loss per share, because the inclusion of such shares would be anti-dilutive. COMPREHENSIVE LOSS: Comprehensive loss generally represents all changes in shareholders’ equity (deficit) except those resulting from investments or contributions by shareholders. Unrealized gains and losses on foreign currency translation adjustments are included in the Company’s components of comprehensive loss, which are excluded from net loss. Comprehensive loss is included in the statements of comprehensive loss. RECLASSIFICATION Certain reclassifications have been made to the consolidated financial statements to conform to the current period presentation. These reclassifications did not result in any change in previously reported net loss, total assets or shareholders’ equity (deficit). 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 39 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 August 2014, the FASB issued authoritative guidance related to going concern. This guidance requires management to evaluate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern and whether or not it is probable that the entity will be unable to meet its obligations as they become due within one year after the date the financial statements are issued. This guidance became effective for the Company for the annual period ending May 31, 2017. The adoption of this guidance did not have a significant impact on the Company’s 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. This new standard will be effective for us in fiscal year 2018. The adoption of this guidance is not expected to 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. This new standard will be effective for us in fiscal year 2018. The adoption of this guidance is not expected to 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 accounting standard will be effective for the Company beginning the first quarter of fiscal 2018, and early adoption is permitted. The adoption of this guidance is not expected to 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 40 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. In December 2016, the FASB issued authoritative guidance related to technical corrections and improvements. This guidance provides minor updates on a variety of codification topics and are not expected to have a significant effect on current accounting practice. Most of these corrections do not have a transition date as they are minor in nature. 2. ACCOUNTS RECEIVABLE: Accounts receivable comprise (in thousands): Accounts receivable. . . . . . . . . . . . . . . . . . . . Less: Allowance for doubtful accounts . . . . . May 31, 2017 $ 4,071 (61) $4,010 2016 $ 530 (8) $ 522 Allowance for doubtful accounts receivable: May 31, 2017 Balance at beginning of year Additions charged to costs and expenses Deductions* Balance at end of year $ 8 $ 53 $ -- $ 61 May 31, 2016 $ 21 $ -- $ (13) $ 8 * Deductions include write-offs of uncollectible accounts and collections of amounts previously reserved. 3. INVENTORIES: Inventories comprise (in thousands): Raw materials and sub-assemblies. . . . . . Work in process. . . . . . . . . . . . . . . . . . . . Finished goods. . . . . . . . . . . . . . . . . . . . . 4. PROPERTY AND EQUIPMENT, NET: Property and equipment, net comprise (in thousands): Leasehold improvements. . . . . . . . . . . . . Furniture and fixtures . . . . . . . . . . . . . . . Machinery and equipment. . . . . . . . . . . . Test equipment. . . . . . . . . . . . . . . . . . . . Less: Accumulated depreciation and amortization. . . . . . . . . . . . . . . . . . May 31, 2017 $4,268 2,059 277 $6,604 2016 $2,839 4,151 43 $7,033 May 31, 2017 $1,145 974 3,035 2,268 2016 $1,072 974 2,330 2,581 7,422 6,957 (6,003) $1,419 (5,753) $ 1,204 Depreciation expense was $271,000, $203,000 and $135,000 for fiscal 2017, 2016, and 2015, respectively. 41 5. 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. Following is a summary of changes in the Company’s liability for product warranties during the fiscal years ended May 31, 2017 and 2016 (in thousands): Balance at the beginning of the year. . . . . . . . . . . . . . . Accruals for warranties issued during the year . . . . . . . Accruals and adjustments (change in estimates) related to pre-existing warranties during the year. . . . . . . . . Settlement made during the year (in cash or in kind) . . May 31, 2017 2016 $ 155 123 (54) (111) $ 137 334 -- (316) Balance at the end of the year. . . . . . . . . . . . . . . . . . . . $ 113 $ 155 The accrued warranty balance is included in accrued expenses on the consolidated balance sheets. 6. ACCRUED EXPENSES: Accrued expenses comprise (in thousands): Payroll related. . . . . . . . . . . . . . . . . . . . . . . Professional services. . . . . . . . . . . . . . . . . . Accrued interest . . . . . . . . . . . . . . . . . . . . . Commissions and bonuses. . . . . . . . . . . . . Warranty. . . . . . . . . . . . . . . . . . . . . . . . . . . Taxes payable. . . . . . . . . . . . . . . . . . . . . . . Investor relations . . . . . . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7. INCOME TAXES: 2017 $ 934 161 139 125 113 69 25 43 $1,609 May 31, 2016 $ 706 166 110 227 155 63 88 38 $1,553 Domestic and foreign components of loss before income tax (expense) benefit are as follows (in thousands): Domestic. . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 $ (5,663) 35 $ (5,628) Year Ended May 31, 2016 $ (6,794) 19 $ (6,775) 2015 $(6,871) 258 $(6,613) 42  The income tax (expense) benefit consists of the following (in thousands): Federal income taxes: Current . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . State income taxes: Current . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . Foreign income taxes: Current . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . 2017 Year Ended May 31, 2016 2015 $ -- -- (8) -- $ -- -- 3 -- (17) -- $ (25) (13) -- $ (10) $ -- -- (19) -- (15) -- $ (34) The Company’s effective tax rate differs from the U.S. federal statutory tax rate, as follows: U.S. federal statutory tax rate. . . . . . . . . . . State taxes, net of federal tax effect. . . . . . Foreign rate differential. . . . . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . Research and development credit . . . . . . . Change in valuation allowance. . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effective tax rate. . . . . . . . . . . . . . . . . . . . 2017 34.0 % (0.1) 0.1 (2.8) 3.1 (33.8) (0.9) (0.4)% Year Ended May 31, 2016 34.0 % -- 0.2 (3.8) 2.1 (32.5) (0.2) (0.2)% 2015 34.0 % (0.2) 1.4 (2.2) 1.1 (34.4) (0.2) (0.5)% The components of the net deferred tax assets are as follows (in thousands): Net operating losses. . . . . . . . . . . . . . . . . Credit carryforwards. . . . . . . . . . . . . . . . . Inventory reserves . . . . . . . . . . . . . . . . . . Reserves and accruals. . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Valuation allowance . . . . . . . . . . . . Net deferred tax assets. . . . . . . . . . . . . . . Year Ended May 31, 2017 2016 $18,719 4,715 870 1,566 393 $16,643 4,430 1,064 1,606 885 26,263 24,628 (26,263) $ -- (24,628) $ -- The valuation allowance increased by $1,635,000 during fiscal 2017, increased by $421,000 during fiscal 2016, and increased by $2,223,000 during fiscal 2015. As of May 31, 2017 and 2016, the Company concluded that it is more likely than not that the deferred tax assets will not be realized and therefore provided a full valuation allowance against the deferred tax assets. The Company will continue to evaluate the need for a valuation allowance against its deferred tax assets on a quarterly basis. At May 31, 2017, the Company had federal and state net operating loss carryforwards of $51,851,000 and $30,351,000, respectively. The federal and state net operating loss carryforwards will begin to expire in 2024. At May 31, 2017, the Company also had federal and state research and development tax credit carryforwards of $1,982,000 and $5,164,000, respectively. The federal credit carryforward will begin to expire in 2019, and the California credit will carryforward indefinitely. These carryforwards may be subject to certain limitations on annual utilization in case of a change in ownership, as defined by tax law. The Company also has alternative minimum tax credit carryforwards of $91,000 for federal tax purposes and $34,000 for state purposes. The credits may be used to offset regular tax and do not expire. The Company has made no provision for U.S. income taxes on undistributed earnings of certain foreign subsidiaries because it is the Company’s intention to permanently reinvest such earnings in its foreign subsidiaries. If such earnings 43 were distributed, the Company would be subject to additional U.S. income tax expense. Determination of the amount of unrecognized deferred income tax liability related to these earnings is not practicable. Foreign net operating loss carryforwards of $892,000 are available to reduce future foreign taxable income. The foreign net operating losses will begin to expire in 2018. The Company maintains liabilities for uncertain tax positions. These liabilities involve considerable judgment and estimation and are continuously monitored by management based on the best information available. The aggregate changes in the balance of gross unrecognized tax benefits are as follows (in thousands): Beginning balance as of May 31, 2014. . . . . . . . . . . . . Decreases related to prior year tax positions. . . . . . . . Decreases related to lapse of statute of limitations . . . Balance at May 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . Decreases related to prior year tax positions. . . . . . . . Decreases related to lapse of statute of limitations . . . Balance at May 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . Decreases related to prior year tax positions. . . . . . . . Decreases related to lapse of statute of limitations . . . Balance at May 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . $ 973 -- (54) $ 919 (124) (6) $ 789 -- -- $ 789 The ending balance of $789,000 of unrecognized tax benefits as of May 31, 2017, if recognized, would not impact the effective tax rate. 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. 8. CUSTOMER DEPOSITS AND DEFERRED REVENUE: Customer deposits and deferred revenue (in thousands): Customer deposits. . . . . . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . 9. LONG-TERM DEBT: May 31, 2017 $3,264 203 $3,467 2016 $ 540 1,174 $1,714 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 are being accreted over the term of the original loan using the effective interest rate method, were offset against the loan balance. During fiscal years ended May 31, 2017 and 2016, $148,000 and $177,000, respectively, of amortization costs were recognized as interest expense. 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 44 common stock to the holder of Convertible Notes electing such conversion. The Company may not redeem the Convertible Notes prior to maturity. On April 14, 2016, $900,000 drawn against the Credit Facility was converted into Convertible Notes. As of May 31, 2016, the Company had a balance of $1,100,000 against the Credit Facility. Upon maturity in July 2016, the $1,100,000 balance of the Credit Facility was converted into Convertible Notes. As of May 31, 2017, there was no remaining balance available on the Credit Facility. The Company’s obligations under the Purchase Agreement are secured by substantially all of the assets of the Company. Long-term debt, net of debt issuance costs (in thousands): Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unamortized debt issuance costs . . . . . . . . . . . . 10. EQUITY: May 31, 2017 $6,110 -- $6,110 May 31, 2016 $6,110 (148) $5,962 On August 8, 2016 the Company issued 200,000 shares of its common stock to Semics Inc., a semiconductor test equipment provider that produces fully automatic wafer probe systems, in consideration for cancellation of an outstanding invoice of $323,000 for capital equipment. On September 28, 2016, the Company sold 2,722,000 shares of its common stock in a private placement transaction to certain institutional and accredited investors. The purchase price per share of the common stock sold in the private placement was $2.15, resulting in gross proceeds to the Company of $5,851,000, before offering expenses. The net proceeds after offering expenses were $5,299,000. On April 19 2017, the Company completed a public offering of 4,423,000 shares of its common stock at a price to the public of $3.90 per share, including the underwriter’s exercise of its option to purchase 577,000 additional shares to cover over-allotments. The gross proceeds to the Company were $17,250,000, before underwriting discounts and offering expenses. The net proceeds after underwriting discounts and offering expenses were $15,832,000. 11. CAPITAL STOCK: EQUITY INCENTIVE PLAN: In October 2006, the Company’s 2006 Equity Incentive Plan was approved by the shareholders, which provides for granting of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares and other stock or cash awards as the Company’s Board of Directors may determine. In October 2016, the Company’s 2016 Equity Incentive Plan was approved by the Company’s shareholders. The 2016 Equity Incentive Plan replaced our 2006 Equity Incentive Plan, which was scheduled to expire in October 2016, and will continue in effect until 2026. A total of 2,238,000 shares of common stock have been reserved for issuance under the Company’s 2016 Equity Incentive Plan, which includes 1,438,000 shares that remained available for issuance under the 2006 Equity Incentive Plan. See the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 14, 2016 for further information regarding the 2016 Equity Incentive Plan. As of May 31, 2017, out of the 5,275,000 shares authorized for grant under the 2006 Equity Incentive Plan and 2016 Equity Incentive Plan, 3,105,000 stock options and RSUs were outstanding. The following tables summarize the Company’s stock option and RSU transactions during fiscal 2017, 2016 and 2015 (in thousands): 45 Balances, May 31, 2014. . . . . . . . . . . . . . . Additional shares reserved. . . . . . . . . . . Options granted. . . . . . . . . . . . . . . . . . . Options terminated . . . . . . . . . . . . . . . . Balances, May 31, 2015. . . . . . . . . . . . . . . . Additional shares reserved. . . . . . . . . . . Options granted. . . . . . . . . . . . . . . . . . . RSUs granted. . . . . . . . . . . . . . . . . . . . . Options terminated . . . . . . . . . . . . . . . . Balances, May 31, 2016. . . . . . . . . . . . . . . . Additional shares reserved. . . . . . . . . . . Options granted. . . . . . . . . . . . . . . . . . . RSUs granted. . . . . . . . . . . . . . . . . . . . . Options terminated . . . . . . . . . . . . . . . . Plan shares expired. . . . . . . . . . . . . . . . . Balances, May 31, 2017. . . . . . . . . . . . . . . . Available Shares 1,145 860 (1,253) 93 845 800 (92) (35) 329 1,847 2,238 (368) (157) 55 (1,446) 2,169 The following table summarized the stock option transactions during fiscal 2017, 2016 and 2015 (in thousands, except per share data): Balances, May 31, 2014. . . . . . . . . . . . . . . Options granted. . . . . . . . . . . . . . . . . . . Options terminated . . . . . . . . . . . . . . . . Options exercised. . . . . . . . . . . . . . . . . . Balances, May 31, 2015. . . . . . . . . . . . . . . . Options granted. . . . . . . . . . . . . . . . . . . Options terminated . . . . . . . . . . . . . . . . Options exercised. . . . . . . . . . . . . . . . . . Balances, May 31, 2016. . . . . . . . . . . . . . . . Options granted. . . . . . . . . . . . . . . . . . . Options terminated . . . . . . . . . . . . . . . . Options exercised. . . . . . . . . . . . . . . . . . Balances, May 31, 2017. . . . . . . . . . . . . . . . Options exercisable and expected to be exercisable at May 31, 2017 Outstanding Options Weighted Average Exercise Price $1.31 $2.38 $2.30 $1.33 Aggregate Intrinsic Value $2,913 $1.66 $2,946 $2.12 $1.93 $1.34 $1.66 $ 189 $1.83 $1.42 $1.35 $1.73 $8,763 Number of Shares 3,002 1,253 (93) (476) 3,686 92 (329) (248) 3,201 368 (55) (440) 3,074 3,030 $1.72 $8,654 46  The options outstanding and exercisable at May 31, 2017 were in the following exercise price ranges (in thousands, except per share data): Options Outstanding at May 31, 2017 Options Exercisable at May 31, 2017 Range of Exercise Prices $0.59-$0.97 $1.09-$1.40 $1.68-$2.06 $2.10-$2.81 Number Outstanding Shares 514 784 542 1,234 Weighted Average Remaining Contractual Life (Years) 1.77 2.41 5.12 4.53 Weighted Average Exercise Price $0.66 $1.28 $1.77 $2.44 Weighted Average Remaining Contractual Life (Years) 1.77 2.40 4.26 4.46 Weighted Average Exercise Price $0.66 $1.28 $1.85 $2.46 Number Exercisable Shares 514 773 287 848 Aggregate Intrinsic Value $0.59-$2.81 3,074 3.63 $1.73 2,422 3.21 $1.63 $7,148 The total intrinsic values of options exercised were $810,000, $185,000 and $540,000 during fiscal 2017, 2016 and 2015, respectively. The weighted average contractual life of the options exercisable and expected to be exercisable at May 31, 2017 was 3.62 years. Options to purchase 2,422,000, 2,390,000 and 2,189,000 shares were exercisable at May 31, 2017, 2016 and 2015, respectively. These exercisable options had weighted average exercise prices of $3.21, $3.69 and $1.43 as of May 31, 2017, 2016 and 2015, respectively. During the fiscal year ended May 31, 2017, RSUs for 74,000 shares were granted to employees. The market value on the date of the grant of these RSUs was $1.68 per share. 42,000 RSUs became fully vested during the year ended May 31, 2017, and 32,000 RSUs were unvested at May 31, 2017. The intrinsic value of the unvested RSUs at May 31, 2017 was $145,000. During the fiscal year ended May 31, 2016, RSUs were granted to an employee for 35,000 shares. The market value on the date of the grant of these RSUs was $2.16 per share. The RSUs are performance-based and immediately vest upon attainment of goals established and have a term of one year. The 35,000 RSUs were outstanding and fully vested at May 31, 2016. The intrinsic value of the outstanding RSUs at May 31, 2016 was $35,000. There were no RSUs granted during fiscal 2015. During the fiscal year ended May 31, 2017, RSUs for 83,000 shares were granted to members of the Company’s Board of Directors. The weighted average market value on the date of the grant of these RSUs was $1.86 per share. All of these RSUs were fully vested at May 31, 2017. There were no RSUs granted to members of the Board of Directors during fiscal 2016 or 2015. 12. EMPLOYEE BENEFIT PLANS: EMPLOYEE STOCK OWNERSHIP PLAN: The Company has a non-contributory, trusteed employee stock ownership plan for full-time employees who have completed three consecutive months of service and for part-time employees who have completed one year of service and have attained an age of 21. The Company can contribute either shares of the Company’s stock or cash to the plan. The contribution is determined annually by the Company and cannot exceed 15% of the annual aggregate salaries of those employees eligible for participation in the plan. On May 31, 2007, the Company converted the Aehr Test Systems Employee Stock Bonus Plan into the Aehr Test Systems Employee Stock Ownership Plan (the “Plan”). The stock bonus plan was converted to an employee stock ownership plan (“ESOP”) to enable the Plan to better comply with changes in the law regarding Company stock. Individuals’ account balances vest at a rate of 20% per year commencing upon completion of two years of service. Non-vested balances, which are forfeited following termination of employment, are allocated to the remaining employees in the Plan. Under the Plan provisions, each employee who reaches age fifty-five (55) and has been a participant in the Plan for ten years will be offered an election each year to direct the transfer of up to 25% of his/her ESOP account to the employee self-directed account in the Savings and Retirement Plan. For anyone who met the above prerequisites, the first election to diversify holdings was offered after May 31, 2008. In the sixth year, employees will be able to diversify up to 50% of their ESOP accounts. Contributions of $60,000 per year were authorized for the plan during fiscal 2017, 2016 and 2015. The contribution amounts are recorded as compensation expense, in the period authorized and included in accrued expenses, in the period authorized. Contributions of 59,000 shares were made to the ESOP during fiscal 2017 for fiscal 2016. Contributions of 25,000 shares were made to the ESOP during fiscal 2016 for fiscal 2015. Contributions of 27,000 shares were made to the 47 ESOP during fiscal 2015 for fiscal 2014. The contribution for fiscal 2017 will be made in fiscal 2018. Shares held in the ESOP are included in the EPS calculation. 401(K) PLAN: The Company maintains a defined contribution savings plan (the “401(k) Plan”) to provide retirement income to all qualified employees of the Company. The 401(k) Plan is intended to be qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. The 401(k) Plan is funded by voluntary pre-tax contributions from employees. Contributions are invested, as directed by the participant, in investment funds available under the 401(k) Plan. The Company is not required to make, and did not make, any contributions to the 401(k) Plan during fiscal 2017, 2016 and 2015. EMPLOYEE STOCK PURCHASE PLAN: In October 2006, the Company’s shareholders approved the 2006 Employee Stock Purchase Plan. In October 2016, the Company’s Amended and Restated 2006 Employee Stock Purchase Plan, or Purchase Plan, was approved by the Company’s shareholders. The Purchase Plan extended the term of the 2006 Employee Stock Purchase Plan indefinitely. A total of 532,000 shares of the Company’s common stock were reserved for issuance under the Purchase Plan. See the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 14, 2016 for further information regarding the Purchase Plan. The Purchase Plan has consecutive, overlapping, twenty-four month offering periods. Each twenty-four month offering period includes four six month purchase periods. The offering periods generally begin on the first trading day on or after April 1 and October 1 each year. All employees who work a minimum of 20 hours per week and are customarily employed by the Company (or an affiliate thereof) for at least five months per calendar year are eligible to participate. Under the Purchase Plan, shares are purchased through employee payroll deductions at exercise prices equal to 85% of the lesser of the fair market value of the Company’s common stock at either the first day of an offering period or the last day of the purchase period. If a participant’s rights to purchase stock under all employee stock purchase plans of the Company accrue at a rate which exceeds $25,000 worth of stock for a calendar year, such participant may not be granted an option to purchase stock under the Purchase Plan. The maximum number of shares a participant may purchase during a single purchase period is 3,000 shares. During the fiscal years ended May 31, 2017, 2016 and 2015, ESPP purchase rights of 1,000, 304,000, and 222,000 shares, respectively, were granted. For the years ended May 31, 2017, 2016 and 2015, approximately 151,000, 86,000 and 87,000 shares of common stock, respectively, were issued under the plans. As of May 31, 2017, 1,119,000 shares have been issued under the ESPP, and there were 381,000 ESPP shares available for issuance. 13. OTHER (EXPENSE) INCOME, NET: Other (expense) income, net comprises the following (in thousands): Foreign exchange (loss) gain. . . . . . . . . . . . . . . . . . Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14. SEGMENT INFORMATION: 2017 $(21) -- $(21) Year Ended May 31, 2016 $(19) 3 $(16) 2015 $194 17 $211 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): 48 2017: Net sales. . . . . . . . . . . . . . . . . . . . . . . Property and equipment, net . . . . . . . 2016: Net sales. . . . . . . . . . . . . . . . . . . . . . . Property and equipment, net . . . . . . . 2015: Net sales. . . . . . . . . . . . . . . . . . . . . . . Property and equipment, net . . . . . . . United States Asia Europe Total $7,762 1,364 $10,439 40 $ 697 15 $18,898 1,419 $2,957 1,151 $10,228 39 $ 1,316 14 $14,501 1,204 $3,648 432 $ 4,943 34 $ 1,427 12 $10,018 478 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. 15. RELATED PARTY TRANSACTIONS: Mario M. Rosati, one of the Company’s directors, is also a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation, which has served as the Company’s outside corporate counsel and has received compensation at normal commercial rates for these services. At May 31, 2017, the Company had $188,000 payable to Wilson Sonsini Goodrich & Rosati. 16. COMMITMENTS AND CONTINGENCIES: COMMITMENTS The Company leases most of its manufacturing and office space under operating leases. The Company entered into non-cancelable operating lease agreements for its United States manufacturing and office facilities and maintains equipment under non-cancelable operating leases in Germany. The Company’s principal administrative and production facilities are located in Fremont, California, in a 51,289 square foot building. The Company’s lease was renewed in November 2014 and expires in June 2018. The Company has an option to extend the lease for an additional three year period at rates to be determined. The Company’s facility in Japan is located in a 418 square foot office in Tokyo under a cancellable lease which expires in June 2019. The Company also maintains a 1,585 square foot warehouse in Yamanashi under a lease which expires in November 2017. The Company leases a sales and support office in Utting, Germany. The lease, which began February 1, 1992 and expires on January 31, 2019, contains an automatic twelve months renewal, at rates to be determined, if no notice is given prior to six months from expiry. Under the lease agreements, the Company is responsible for payments of utilities, taxes and insurance. Minimum annual rentals payments under non-cancellable operating leases in each of the next five fiscal years and thereafter are as follows (in thousands): Years Ending May 31, 2018. . . . . . . . . . . . . . . . . . . . . . . 2019. . . . . . . . . . . . . . . . . . . . . . . 2020. . . . . . . . . . . . . . . . . . . . . . . 2021. . . . . . . . . . . . . . . . . . . . . . . 2022. . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . Total $502 64 1 -- -- -- $567 Rental expense for the years ended May 31, 2017, 2016 and 2015 was $509,000, $499,000 and $554,000, respectively. At May 31, 2017 and 2016, the Company had a $50,000 certificate of deposit held by a financial institution representing a security deposit for its United States manufacturing and office space lease. This amount is included in other assets on the consolidated balance sheets. 49 PURCHASE OBLIGATIONS The Company has purchase obligations to certain suppliers. In some cases the products the Company purchases are unique and have provisions against cancellation of the order. At May 31, 2017, the Company had $5,684,000 of purchase obligations which are due within the following 12 months. This amount does not include contractual obligations recorded on the consolidated balance sheets as liabilities. CONTINGENCIES The Company may, from time to time, be involved in legal proceedings arising in the ordinary course of business. While there can be no assurances as to the ultimate outcome of any litigation involving the Company, management does not believe any pending legal proceedings will result in judgment or settlement that will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, with respect to certain matters, for example, including against losses arising from a breach of representations or covenants, or from intellectual property infringement or other claims. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, payments made by the Company under these agreements have not had a material impact on the Company’s operating results, financial position or cash flows. 17. SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA (UNAUDITED) The following tables (presented in thousands, except per share data) sets forth selected unaudited condensed consolidated statements of operations data for each of the four quarters of the fiscal years ended May 31, 2017 and 2016. The unaudited quarterly information has been prepared on the same basis as the annual information presented elsewhere herein and, in the Company’s opinion, includes all adjustments (consisting only of normal recurring entries) necessary for a fair statement of the information for the quarters presented. The operating results for any quarter are not necessarily indicative of results for any future period and should be read in conjunction with the audited consolidated financial statements of the Company’s and the notes thereto included elsewhere herein. Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss per share basic and diluted. . . . . . . . . . Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit (loss) . . . . . . . . . . . . . . . . . . . . . . . Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) per share basic and diluted . . Three Months Ended Nov. 30, 2016 $ 4,216 $ 1,463 $(1,452) $ (0.09) Feb. 28, 2017 $ 2,681 $ 503 $(2,651) $ (0.16) May 31, 2017 $ 6,683 $ 2,608 $ (795) $ (0.04) Three Months Ended Nov. 30, 2015 $ 4,620 $ 1,691 $(1,048) $ (0.08) Feb. 29, 2016 $ 1,677 $ 169 $(2,975) $ (0.23) May 31, 2016 $ 1,571 $ (98) $(3,056) $ (0.23) Aug. 31, 2016 $5,318 $2,206 $ (755) $ (0.06) Aug. 31, 2015 $6,633 $3,383 $ 294 $ 0.02 50 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures (a) Evaluation of disclosure controls and procedures. Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure. (b) Management’s report on internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in “Internal Control – Integrated Framework” (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of May 31, 2017. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report. (c) Changes in internal controls over financial reporting. There were no changes in our internal controls over financial reporting that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Item 9B. Other Information None. 51 Item 10. Directors, Executive Officers and Corporate Governance PART III The information required by this item is incorporated by reference to our Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2017 Annual Meeting of Shareholders. Item 11. Executive Compensation The information required by this item is incorporated by reference to our Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2017 Annual Meeting of Shareholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to our Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2017 Annual Meeting of Shareholders. Item 13. Certain Relationships and Related Transactions The information required by this item is incorporated by reference to our Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2017 Annual Meeting of Shareholders. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to our Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2017 Annual Meeting of Shareholders. 52 Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Report: PART IV 1. Financial Statements See Index under Item 8. 2. Financial Statement Schedule See Index under Item 8. 3. Exhibits See Item 15(b) below. (b) Exhibits The following exhibits are filed as part of or incorporated by reference into this Report: 53 Exhibit No. Description ----------- ----------------------------------------------------------------- 3.1(1) Restated Articles of Incorporation of Registrant. 3.2(2) Amended and Restated Bylaws of Registrant. 4.1(3) Form of Common Stock certificate. 4.2(4) Convertible Note Purchase and Credit Facility Agreement, dated April 10, 2015, by and among Aehr Test Systems, QVT Fund LP and Quintessence Fund L.P. 4.3(5) Amendment to Convertible Note Purchase and Credit Facility Agreement and 9.0% Notes, dated August 22, 2016, by and among Aehr Test Systems, QVT Fund LP and Quintessence Fund L.P. 4.4 Form of 9.0% Convertible Secured Note due 2017 (included in Exhibit 4.2) Form of 5.0% Secured Revolving Credit Note (included in Exhibit 4.2) 4.5 4.6(6) Registration Rights Agreement, dated April 10, 2015, by and among Aehr Test Systems, QVT Fund LP and Quintessence Fund L.P. 4.7(7) Registration Rights Agreement by and among the Company and the Investors (as defined therein), dated as of September 22, 2016. 10.1(8) 2006 Equity Incentive Plan.* 10.2(9) Amended and Restated 2006 Employee Stock Purchase Plan.* 10.3(10) 2016 Equity Incentive Plan.* 10.4(11) Form of Indemnification Agreement entered into between Registrant and its directors and executive officers.* 10.5(12) Form of Change of Control Agreement.* 10.6(13) Lease dated August 3, 1999 for facilities located at Building C, 400 Kato Terrace, Fremont, California. 10.6.1(14) First Amendment dated May 06, 2008 for facilities located at 400 Kato Terrace, Fremont, California. 10.6.2(15) Second Amendment dated November 7, 2014 for facilities located at 400 Kato Terrace, Fremont, California. 10.10(16) Offer Letter dated January 3, 2012, between the Company and Gayn Erickson.* 10.11(17) Offer Letter dated March 5, 2013, between the Company and Rhea Posedel.* 10.12(18) Change of Control Severance Agreement dated January 3, 2012, between the Company and Gayn Erickson.* 10.13(19) Amended and Restated Change of Control Severance Agreement dated March 5, 2013, between the Company and Rhea J. Posedel.* 10.14(20) Common Stock Purchase Agreement by and among the Company and the Investors (as defined therein), dated as of March 15, 2013. 10.15(21) Common Stock Purchase Agreement by and among the Company and the 10.16(22) Security Agreement, dated April 10, 2015, by and among Aehr Test Investors (as defined therein), dated as of November 24, 2014. Systems, QVT Fund LP and Quintessence Fund L.P. 10.17(23) Form of 2006 Equity Incentive Plan Stock Option Award Agreement.* 10.18(24) Form of 2006 Equity Incentive Plan Restricted Stock Unit Award.* 10.19 Form of 2016 Equity Incentive Plan Stock Option Award Agreement.* 10.20 Form of 2016 Equity Incentive Plan Restricted Stock Unit Award.* 10.21(25) Purchase Agreement by and among the Company and the Investors (as defined therein), dated as of September 22, 2016. 21.1 23.1 Consent of BPM LLP - Independent Registered Public Accounting Firm (filed herewith). 24.1 Power of Attorney (incorporated by reference to the signature Subsidiaries of the Company. page of this Annual Report on Form 10-K). 31.1 Certification Statement of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 Certification Statement of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith). 54  32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document ------------------------ (1) Incorporated by reference to the same-numbered exhibit previously filed with the Company’s Registration Statement on Form S-1 filed June 11, 1997 (File No. 333-28987). (2) Incorporated by reference to Exhibit No. 3.1 previously filed with the Company’s Current Report on Form 8-K filed January 9, 2012 (File No. 000-22893). (3) Incorporated by reference to the same-numbered exhibit previously filed with Amendment No.1 to the Company’s Registration Statement on Form S-1 filed July 17, 1997 (File No. 333-28987). (4) Incorporated by reference to Exhibit 4.1 previously filed with the Company’s Current Report on Form 8-K filed April 14, 2015 (File No. 000-22893). (5) Incorporated by reference to Exhibit 4.3 previously filed with the Company’s Current Report on Form 8-K filed August 22, 2016 (File No. 000-22893). (6) Incorporated by reference to Exhibit 4.6 previously filed with the Company’s Current Report on Form 8-K filed April 14, 2015 (File No. 000-22893). (7) Incorporated by reference to Exhibit 4.7 previously filed with the Company’s Current Report on Form 8-K filed September 22, 2016 (File No. 000-22893). (8) Incorporated by reference to Exhibit 10.1 previously filed with the Company’s Registration Statement on Form S-8 filed October 27, 2006 (File No. 333-138249). (9) Incorporated by reference to Exhibit 10.2 previously filed with the Company’s Registration Statement on Form S-8 filed November 14, 2016 (File No. 333-214589). (10) Incorporated by reference to Exhibit 10.3 previously filed with the Company’s Registration Statement on Form S-8 filed November 14, 2016 (File No. 333-214589). (11) Incorporated by reference to Exhibit 10.4 previously filed with Amendment No.1 to the Company’s Registration Statement on Form S-1 filed July 17, 1997 (File No. 333-28987). (12) Incorporated by reference to Exhibit 10.14 previously filed with the Company’s Form 10-K for the year ended May 31, 2001 filed August 29, 2001 (File No. 000-22893). (13) Incorporated by reference to Exhibit 10.12 exhibit previously filed with the Company’s Form 10-K for the year ended May 31, 1999 filed August 30, 1999 (File No. 000-22893). (14) Incorporated by reference to Exhibit 10.15 previously filed with the Company’s Current Report on Form 8-K filed May 9, 2008 (File No. 000-22893). (15) Incorporated by reference to Exhibit 10.1 previously filed with the Company’s Current Report on Form 8-K filed November 12, 2014 (File No. 000-22893). (16) Incorporated by reference to Exhibit No. 10.1 previously filed with the Company's Current Report on Form 8-K filed January 9, 2012 (File No. 000-22893). (17) Incorporated by reference to Exhibit No. 10.1 previously filed with the Company's Current Report on Form 8-K filed March 8, 2013 (File No. 000-22893). 55 (18) Incorporated by reference to Exhibit No. 10.3 previously filed with the Company's Current Report on Form 8-K filed January 9, 2012 (File No. 000-22893). (19) Incorporated by reference to Exhibit No. 10.2 previously filed with the Company's Current Report on Form 8-K filed March 8, 2013 (File No. 000-22893). (20) Incorporated by reference to Exhibit No. 10.1 previously filed with the Company's Current Report on Form 8-K filed March 20, 2013 (File No. 000-22893). (21) Incorporated by reference to Exhibit No. 10.1 previously filed with the Company's Current Report on Form 8-K filed November 26, 2014 (File No. 000-22893). (22) Incorporated by reference to Exhibit 10.1 previously filed with the Company’s Current Report on Form 8-K filed April 14, 2015 (File No. 000-22893). (23) Incorporated by reference to Exhibit 10.17 previously filed with the Company’s Annual Report on Form 10-K filed August 29, 2016 (File No. 000-22893). (24) Incorporated by reference to Exhibit 10.18 previously filed with the Company’s Annual Report on Form 10-K filed August 29, 2016 (File No. 000-22893). (25) Incorporated by reference to Exhibit 10.21 previously filed with the Company’s Current Report on Form 8-K filed September 22, 2016 (File No. 000-22893). * Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. 56 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 29, 2017 AEHR TEST SYSTEMS By: /s/ GAYN ERICKSON --------------------------------------- Gayn Erickson PRESIDENT AND CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gayn Erickson and Kenneth B. Spink, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date -------------------------- ----------------------------------- ----------------- President, Chief Executive Officer, and Director /s/ GAYN ERICKSON (Principal Executive Officer) August 29, 2017 -------------------------- ----------------- Gayn Erickson Vice President of Finance and Chief Financial Officer /s/ KENNETH B. SPINK (Principal Financial and August 29, 2017 -------------------------- Accounting Officer) ----------------- Kenneth B. Spink /s/ RHEA J. POSEDEL Chairman August 29, 2017 -------------------------- ----------------- Rhea J. Posedel /s/ ROBERT R. ANDERSON Director August 29, 2017 -------------------------- ----------------- Robert R. Anderson /s/ WILLIAM W. R. ELDER Director August 29, 2017 -------------------------- ----------------- William W. R. Elder /s/ MARIO M. ROSATI Director August 29, 2017 -------------------------- ----------------- Mario M. Rosati /s/ JOHN M. SCHNEIDER Director August 29, 2017 -------------------------- ----------------- John M. Schneider /s/ HOWARD T. SLAYEN Director August 29, 2017 -------------------------- ----------------- Howard T. Slayen 57  Exhibit 10.19 AEHR TEST SYSTEMS 2016 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT Unless otherwise defined herein, the terms defined in the Aehr Test Systems 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement including the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, and the appendices and exhibits attached thereto (all together, the “Award Agreement”). Name (“Participant”): «Name» Address: «Address» The undersigned Participant has been granted an Option to purchase Common Stock of Aehr Test Systems (the “Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows: Date of Grant «GrantDate» Vesting Commencement Date «VCD» Number of Shares Granted «Shares» Exercise Price per Share $«SharePrice» Total Exercise Price $«TotalExercisePrice» Type of Option [ ] Incentive Stock Option [ ] Nonstatutory Stock Option Term/Expiration Date «Term» or «ExpirationDate» Vesting Schedule: Subject to accelerated vesting as set forth below or in the Plan, this Option will be exercisable, in whole or in part, in accordance with the following schedule: [Insert Vesting Schedule] Termination Period: This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 15 of the Plan. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 58 PARTICIPANT AEHR TEST SYSTEMS ------------------------------------- ------------------------------------- Signature By ------------------------------------- ------------------------------------- Print Name Print Name ------------------------------------- Address: Title ------------------------------------- ------------------------------------- AEHR TEST SYSTEMS 2016 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT TERMS AND CONDITIONS OF STOCK OPTION GRANT 1. Grant of Option. The Company hereby grants to the individual (the “Participant”) named in the Notice of Stock Option Grant of this Award Agreement (the “Notice of Grant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 21(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. (a) For U.S. taxpayers, the Option will be designated as either an Incentive Stock Option (“ISO”) or a Nonstatutory Stock Option (“NSO”). If designated in the Notice of Grant as an ISO, this Option is intended to qualify as an ISO under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as an NSO. Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. (b) For non-U.S. taxpayers, the Option will be designated as an NSO. 2. Vesting Schedule. Except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. 3. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. 4. Exercise of Option. (a) Right to Exercise. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Award Agreement. 59 (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice (the “Exercise Notice”) in the form attached as Exhibit A or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together and of any Tax Obligations (as defined in Section 6(a)). This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 5. Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant: (a) cash; (b) check; (c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or (d) if Participant is a U.S. employee, surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company. 6. Tax Obligations. (a) Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (a) all federal, state, and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant, (b) the Participant’s and, to the extent required by the Company (or Employer), the Company’s (or Employer’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares, and (c) any other Company (or Employer) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Participant acknowledges and agrees that the Company may refuse to issue or deliver the Shares. (b) Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the amount required to be withheld for the payment of Tax Obligations or other greater amount up to the maximum statutory rate under Applicable Laws, as applicable to the Participant, if such other greater amount would not result in adverse financial accounting treatment, as determined by the Company. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax Obligations, (c) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not 60 the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise. (c) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant. (d) Code Section 409A. Under Code Section 409A, an option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of a share on the date of grant (a “Discount Option”) may be considered “deferred compensation.” A Discount Option may result in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The Discount Option may also result in additional state income, penalty and interest charges to Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share Exercise Price of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share Exercise Price that was less than the Fair Market Value of a Share on the Date of Grant, Participant will be solely responsible for Participant’s costs related to such a determination. 7. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. 8. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE EMPLOYER) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE EMPLOYER) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 9. Nature of Grant. In accepting the Option, Participant acknowledges, understands and agrees that: (a) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (b) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company; (c) Participant is voluntarily participating in the Plan; (d) the Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (e) the Option and Shares acquired under the Plan and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, 61 dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (f) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; (g) if the underlying Shares do not increase in value, the Option will have no value; (h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (i) for purposes of the Option, Participant’s engagement as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant's engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Option grant (including whether Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Award Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (k) the following provisions apply only if Participant is providing services outside the United States: (i) (ii) (iii) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; Participant acknowledges and agrees that none of the Company, the Employer, or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of Participant’s engagement as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent, any Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. 10. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. 11. Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Award Agreement and any other Option grant materials by and among, as applicable, the Employer, the Company and any 62 Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. Participant understands that Data will be transferred to a stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country of operation (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her engagement as a Service Provider and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant Options or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative. 12. Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at Aehr Test Systems, 400 Kato Terrace, Fremont, CA 94539, or at such other address as the Company may hereafter designate in writing. 13. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. 14. Successors and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and this Award Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Award Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Award Agreement may only be assigned with the prior written consent of the Company. 15. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to the purchase by, or issuance of Shares, to Participant (or his or her estate) hereunder, such purchase or issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Subject to the terms of the Award Agreement and the Plan, the Company shall not be required to issue any certificate or certificates for Shares hereunder prior to the lapse of such reasonable period of time following the date of exercise of the Option as the Administrator may establish from time to time for reasons of administrative convenience. 16. Language. If Participant has received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. 63 17. Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. 18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company. 19. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement. 20. Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement. 21. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. 22. Governing Law and Venue. This Award Agreement will be governed by the laws of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of Alameda County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Option is made and/or to be performed. 23. Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection with the Option. 24. No Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances. 25. Tax Consequences. Participant has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement. 64 EXHIBIT A AEHR TEST SYSTEMS 2016 EQUITY INCENTIVE PLAN EXERCISE NOTICE Aehr Test Systems 400 Kato Terrace Fremont, CA 94539 Attention: Stock Administration 1. Exercise of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of Aehr Test Systems (the “Company”) under and pursuant to the 2016 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, dated ________ and including the Notice of Grant, the Terms and Conditions of Stock Option Grant, and appendices and exhibits attached thereto (the “Award Agreement”). The purchase price for the Shares will be $_____________, as required by the Award Agreement. 2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares and any Tax Obligations (as defined in Section 7(a) of the Award Agreement) to be paid in connection with the exercise of the Option. 3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions. 4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired will be issued to Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 15 of the Plan. 5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 6. Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California. Submitted by: Accepted by: PURCHASER: AEHR TEST SYSTEMS ------------------------------------- ------------------------------------- Signature By ------------------------------------- ------------------------------------- Print Name Its Address: -------------------------------------- ------------------------------------- Date Received -------------------------------------- 65  Exhibit 10.20 AEHR TEST SYSTEMS 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCK UNITS Unless otherwise defined herein, the terms defined in the 2016 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement, including the Notice of Grant of Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, and any appendices and exhibits attached thereto (all together, the “Award Agreement”). Name (“Participant): Address: «Name» «Address» The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Date of Grant: «GrantDate» Vesting Commencement Date: «VCD» Number of Restricted Stock Units: «Shares» Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Insert Vesting Schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT AEHR TEST SYSTEMS ------------------------------------- ------------------------------------- Signature By ------------------------------------- ------------------------------------- Print Name Print Name ------------------------------------- Address: Title ------------------------------------- ------------------------------------- 66 AEHR TEST SYSTEMS 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual (the “Participant”) named in the Notice of Grant of Restricted Stock Units of this Award Agreement (the “Notice of Grant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 21(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. 2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3 or 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. 3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant, subject to Participant continuing to be a Service Provider through each applicable vesting date. 4. Payment after Vesting. (a) General Rule. Subject to Section 6, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of Section 4(b), such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within sixty (60) days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock Units payable under this Award Agreement. (b) Acceleration. (i) Discretionary Acceleration. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such , such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. If Participant is a U.S. taxpayer, the payment of Shares vesting pursuant to this Section 4(b) shall in all cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to such sentence. (ii) Notwithstanding anything in the Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Date of Grant), if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to Participant’s death, and if (x) Participant is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death. (c) Section 409A. It is the intent of this Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Section 409A” means Section 67 409A of the Code, and any final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time. 5. Forfeiture Upon Termination as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder. 6. Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 7. Tax Consequences. Participant has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement. 8. Tax Obligations (a) Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (a) all federal, state, and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the Employer or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant, (b) the Participant’s and, to the extent required by the Company (or Employer), the Company’s (or Employer’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Restricted Stock Units or sale of Shares, and (c) any other Company (or Employer) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or other distributions, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Participant acknowledges and agrees that the Company may refuse to issue or deliver the Shares. (b) Tax Withholding. When Shares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Employer shall withhold the amount required to be withheld for the payment of Tax Obligations or other greater amount up to the maximum statutory rate under Applicable Laws, as applicable to the Participant, if such other greater amount would not result in adverse financial accounting treatment, as determined by the Company. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax Obligations, (c) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the company and/or the Employer, (d) delivering to the Company already vested and owned Shares having a Fair Market Value equal to such Tax Obligations, or (e) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the 68 method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such Tax Obligations are not delivered at the time they are due. 9. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. 10. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE EMPLOYER) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE EMPLOYER) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 11. Grant is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. 12. Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees that: (a) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; discretion of the Company; (b) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole (c) Participant is voluntarily participating in the Plan; replace any pension rights or compensation; (d) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to (e) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (f) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted; (g) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of 69 employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence); (h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (i) the following provisions apply only if Participant is providing services outside the United States: (i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that none of the Company, the Employer or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. 13. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. 14. Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Award Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, the Company and any Parent or Subsidiary for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. 70 Participant understands that Data will be transferred to a stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company, any stock plan service provider selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, Participant understands that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her status as a Service Provider and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative. 15. Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at Aehr Test Systems, 400 Kato Terrace, Fremont, CA 94539, or at such other address as the Company may hereafter designate in writing. 16. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 17. No Waiver. Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances. 18. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company. 19. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental regulatory body or the clearance, consent or approval of the United States Securities and Exchange Commission or any other governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Subject to the terms of the Agreement and the Plan, the Company shall not be required to issue any certificate or certificates for Shares hereunder prior to the lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units as the Administrator may establish from time to time for reasons of administrative convenience. 71 20. Language. If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. 21. Interpretation. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. 22. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement. 23. Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units. 24. Governing Law and Venue. This Award Agreement will be governed by the laws of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under the Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of Alameda County, California or the federal courts for the United States for the Northern District of California, and no other courts. 25. Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement. 26. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. 27. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. 72  Exhibit 21.1 SUBSIDIARIES OF AEHR TEST SYSTEMS 1. Aehr Test Systems Japan K.K., incorporated in Japan 2. Aehr Test Systems GmbH, incorporated in Germany 73 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-204008, 333-214218 and 333-216792) and Registration Statements on Form S-8 (No. 333-208130, 333-200442, 333-184865, 333- 177954, 333-163100, 333-155389, 333-138249, 333-119636, 333-52592, 333-40577, and 333-214589) of Aehr Test Systems of our report dated August 29, 2017 relating to the consolidated financial statements, which appears in this Form 10-K. /s/ BPM LLP San Jose, California August 29, 2017 74 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT Exhibit 31.1 I, Gayn Erickson, certify that: 1. I have reviewed this annual report on Form 10-K of Aehr Test Systems; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: August 29, 2017 /s/ GAYN ERICKSON ----------------------------------------------- Gayn Erickson President and Chief Executive Officer 75 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT Exhibit 31.2 I, Kenneth B. Spink, certify that: 1. I have reviewed this annual report on Form 10-K of Aehr Test Systems; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: August 29, 2017 /s/ KENNETH B. SPINK -------------------------------------------------------------------- Kenneth B. Spink Vice President of Finance and Chief Financial Officer 76 Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Gayn Erickson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Aehr Test Systems on Form 10-K for the period ending May 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Aehr Test Systems. Date: August 29, 2017 By: /s/ GAYN ERICKSON ---------------------------------------------------------------- Gayn Erickson President and Chief Executive Officer I, Kenneth B. Spink, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Aehr Test Systems on Form 10-K for the period ending May 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Aehr Test Systems. Date: August 29, 2017 By: /s/ KENNETH B. SPINK ----------------------------------------------------------------- Kenneth B. Spink Vice President of Finance and Chief Financial Officer 77 DIRECTORS Rhea J. Posedel Chairman Gayn Erickson President Chief Executive Officer Robert R. Anderson (1) (2) Private investor William W.R. Elder (2) (3) Technology consultant Mario M. Rosati Member Wilson Sonsini Goodrich & Rosati, Professional Corporation John M. Schneider (1) (3) Private investor Howard T. Slayen (1) Retired Partner PricewaterhouseCoopers (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Corporate Governance and Nominating Committee OFFICERS Gayn Erickson President Chief Executive Officer Kenneth B. Spink Vice President of Finance Chief Financial Officer Mark D. Allison Vice President of Worldwide Sales Carl N. Buck Vice President of Marketing David Fucci Vice President of Operations David S. Hendrickson Vice President of Engineering Kunio Sano President Aehr Test Systems Japan CORPORATE INFORMATION CORPORATE HEADQUARTERS 400 Kato Terrace Fremont, CA 94539 Telephone: 510.623.9400 Fax: 510.623.9450 Website: www.aehr.com SUBSIDIARIES Aehr Test Systems Japan Hashikan Bldg., 1-14 Azuma-Cho Hachioji Tokyo, Japan 192-0082 Telephone: 81.42.642.3530 Fax: 81.42.642.3531 Email: atsj@aehr.com Aehr Test Systems GmbH Industriestrasse 9 D-86919 Utting Germany Telephone: 49.8806.2021 Fax: 49.8806.2024 Email: atsg@aehr.com SHAREHOLDER INFORMATION Legal Counsel Wilson Sonsini Goodrich & Rosati, Professional Corporation Palo Alto, CA Independent Registered Public Accounting Firm BPM LLP San Jose, CA Transfer Agent and Registrar Computershare Trust Company, N.A. P. O. Box 505000 Louisville, KY 40233 Toll free: 800.962.4284 Telephone: 303.262.0600 Fax: 303.262.0700 Investor Relations Aehr Test Systems 400 Kato Terrace Fremont, CA 94539 Telephone: 510.623.9400 Fax: 510.623.9450 Website: www.aehr.com Annual Meeting The annual meeting of shareholders will be held at 4:00 p.m. on October 26, 2017 at the Company’s Corporate Headquarters. Aehr Test Systems’ corporate headquarters has been certified to the International Standards Organization (ISO) 9001 standard since 1997. CORPORATE HEADQUARTERS 400 KATO TERRACE FREMONT, CA 94539 TELEPHONE: 510.623.9400 FAX: 510.623.9450 WEB: WWW.AEHR.COM 

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