1. Organization and Summary of Significant Accounting Policies

12 Months Ended

May 31, 2012

Organization And Summary Of Significant Accounting Policies

1. Organization and Summary of Significant Accounting Policies

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. During fiscal 2010, 2011 and 2012, the Company experienced a decrease in its net sales in recent years compared to previous years as a result of a major customer filing bankruptcy and a slowdown in the semiconductor manufacturing industry. In response to the low levels of net sales, the Company took significant steps to minimize expense levels and to increase the likelihood that it will have sufficient cash to support operations during the slow business periods. Those steps included reductions in headcount, reduced compensation for officers and other salaried employees, a Company-wide shutdown for one week each month and lower fees paid to the Board of Directors, among other spending cuts. The Company has subsequently eliminated some of these cuts. The Company will continue to explore methods to reduce its costs.

In August 2011, the Company entered into a working capital credit facility agreement allowing the Company to borrow up to $1.5 million based upon qualified U.S. based and foreign customer receivables, and export-related inventory. In May 2012, the credit agreement was amended to increase the borrowing limit to $2.0 million. Refer to Note 8, “LINE OF CREDIT”, for further discussion of the credit facility agreement.

During fiscal 2009, 2010, 2011 and fiscal 2012 we experienced operating losses. Due primarily to these operating losses, we experienced cash outflows and, at May 31, 2012, had $2.1 million in cash and cash equivalents, compared to $4.0 million at May 31, 2011. The Company expects to become profitable and to return to positive cash flow by the end of calendar year 2012. The Company anticipates that the existing cash balance together with cash flows from operations, as well as funds available through the working capital credit facility will be adequate to meet its working capital and capital equipment requirements through fiscal 2013. After fiscal 2013, depending on its rate of growth and profitability, the Company may require additional equity or debt financing to meet its working capital requirements or capital equipment needs. There can be no assurance that additional financing will be available when required, or if available, that such financing can be obtained on terms satisfactory to the Company.

CONSOLIDATION AND EQUITY INVESTMENTS:

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. Equity investments in which the Company holds an equity interest less than 20 percent and over which the Company does not have significant influence are accounted for using the cost method. Dividends received from investees accounted for using the cost method are included in other income, net on the Consolidated Statements of Operations.

FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS:

Assets and liabilities of the Company’s foreign subsidiaries and 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.

Transaction gains and losses that arise from exchange rate changes denominated in currencies other than the local currency are included in the statements of operations as incurred. See Note 12 for the detail of foreign exchange transaction gains 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, commercial paper and other highly liquid investments purchased with an original maturity of three months or less. Short-term investments not classified as cash equivalents are classified as available-for-sale. These investments are reported at fair value with unrealized gains and losses, net of tax, if any, included as a component of shareholders’ equity.

FAIR VALUE OF FINANCIAL INSTRUMENTS AND MEASUREMENT:

On June 1, 2008, the Company adopted authoritative guidance for fair value measurements and the fair value option for financial assets and liabilities. This authoritative guidance defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements.

In the first quarter of fiscal 2010, the Company adopted revised accounting guidance for the fair value measurements and disclosure for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

The guidance establishes a fair value hierarchy that is intended to increase the consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is 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 and liabilities measured at fair value on a recurring basis as of May 31, 2012 (in thousands):

	Balance as of
	May 31, 2012		Level 1		Level 2		Level 3
Money market funds	$	2	$	2	$	—	$	—
Assets	$	2	$	2	$	—	$	—
Liabilities	$	—	$	—	$	—	$	—

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of May 31, 2011 (in thousands):

	Balance as of
	May 31, 2011		Level 1		Level 2		Level 3
Money market funds	$	1,236	$	1,236	$	—	$	—
Assets	$	1,236	$	1,236	$	—	$	—
Liabilities	$	—	$	—	$	—	$	—

Financial instruments include cash, cash equivalents, receivables, accounts payable and certain other accrued liabilities. The fair value of cash, cash equivalents, receivables, accounts payable and certain other accrued liabilities are valued at their carrying value, which approximates fair value due to their short maturities.

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.  These investments are carried at cost and are included in “Other Assets” in the consolidated balance sheets.  If the Company determines that an other-than-temporary decline exists in the fair value of an investment, the Company writes down the investment to its fair value and records the related write-down as an investment loss in “Other Income (Expense)” in its consolidated statements of operations.  During the first quarter of fiscal 2012, the Company sold its long-term investment in ESA Electronics PTE Ltd for proceeds of approximately $1.4 million, resulting in a gain of $990,000.  At May 31, 2011, the carrying value of the strategic investments was $384,000 and was included in other assets-long term on the accompanying condensed consolidated balance sheet.

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. During the year ended May 31, 2009, the Company recorded a $13,558,000 increase in its allowance for doubtful accounts as a result of its major customer filing for bankruptcy. During the year ended May 31, 2010, the allowance for doubtful accounts decreased by $12,330,000 due primarily to the write-off of the Spansion U.S. accounts receivable reserved in the prior fiscal year. No significant adjustments to the allowance for doubtful accounts were recorded during the year ended May 31, 2011 or 2012.

CONCENTRATION OF CREDIT RISK:

The Company sells its products primarily to semiconductor manufacturers in North America, Asia, and Europe.  As of May 31, 2012, approximately 52%, 25% and 23% of gross accounts receivable are from customers located in the United States, Asia and Europe, respectively.  As of May 31, 2011, approximately 49%, 12% and 39% of gross accounts receivable are from customers located in the United States, Asia and Europe, respectively.  Three customers accounted for 45%, 22% and 18% of gross accounts receivable at May 31, 2012.  Three customers accounted for 41%, 17% and 11% of gross accounts receivable at May 31, 2011.  Two customers accounted for 40% and 22% of net sales in fiscal 2012.  Two customers accounted for 61% and 11% of net sales in fiscal 2011.  The Company performs ongoing credit evaluations of its customers and generally does not require collateral.  While the Company has historically maintained reserves within management expectations, as a result of the bankruptcy filing of a key customer during the fiscal year ended May 31, 2009, specific reserves were established.  The specific reserves established for this customer accounted for virtually all the allowance for doubtful accounts at May 31, 2009. The Company uses letter of credit terms for some of its international customers.

The Company’s cash, cash equivalents, short-term cash deposits and short-term investments 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 and short-term cash deposits.  The money market funds and short-term cash deposits bear the risk associated with each fund.  The money market funds have variable interest rates, and the short-term cash deposits have fixed 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.

STRATEGIC INVESTMENTS:

The Company invests in debt and equity of private companies as part of its business strategy.  These available for sale investments are carried at cost and are included in “Other Assets” in the consolidated balance sheets.  If the Company determines that an other-than-temporary decline exists in the fair value of an investment, the Company writes down the investment to its fair value and records the related write-down as an investment loss in “Other Income (Expense)” in its consolidated statements of operations.

At May 31, 2011 the Company held a long-term investment in ESA Electronics PTE Ltd.  The carrying value of the strategic investments at that date was $384,000.  The investment had not been revalued at May 31, 2011 as the fair value was not readily determinable due to the investment being a privately held company based in Singapore.  The Company maintains less than 20% of the voting rights of the company invested.

In June 2011, the Company sold all of its shares of ESA for approximately $1.4 million resulting in a gain of approximately $990,000 reported in the first quarter of fiscal 2012.

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.  During the year ended May 31, 2009, the Company recorded a $7,203,000 charge to cost of sales to reduce its inventory to net realizable value primarily as a result of the bankruptcy filing of its major customer.

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, fixtures, machinery and equipment are depreciated on a straight-line basis over their estimated useful lives.  The ranges of estimated useful lives for furniture, fixtures, machinery and equipment are generally as follows:

Furniture and fixtures	2 to 6 years
Machinery and equipment	4 to 6 years
Test equipment	4 to 6 years

GOODWILL:

Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired in the Company’s acquisition of its Japanese subsidiary.   The Company reviews goodwill annually or whenever events or circumstances indicate that a decline in value may have occurred.  Based on the fair market value of the Company’s common stock relative to its book value and revised estimates for its future cash flow and revenue projections, the Company determined that indicators of impairment for its goodwill were present during fiscal year 2009. As a result, the Company tested the goodwill for impairment, determined that it was impaired and recorded a non-cash impairment of goodwill charge of $274,000 for the fiscal year ended May 31, 2009 bringing the net value to zero.  Both gross goodwill and accumulated impairment were each $274,000 at May 31, 2012 and 2011.

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) services have been rendered; (3) the price is fixed or determinable; and (4) collectibility is reasonably assured. The Company's selling arrangements may include contractual customer acceptance provisions. The Company defers recognition of revenue for any amounts subject to acceptance until such acceptance occurs. 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 are 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. We have adopted this guidance effective with the first quarter of fiscal 2012. Prior to fiscal 2012, revenue for arrangements containing multiple deliverables was allocated based upon estimated fair values. The adoption of the new revenue recognition accounting standards did not have a material impact on our consolidated financial statements.

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 2012, 2011 and 2010.

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.

During the fiscal year ended May 31, 2008 a partial release of the valuation allowance previously established was made based upon the Company’s current level of profitability and the level of forecasted future earnings.  During fiscal 2009, a full valuation allowance was established against all deferred tax assets as management determined that it is more likely than not that certain deferred tax assets will not be realized.

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

Although the Company files U.S. federal, various state, and foreign tax returns, the Company’s only major tax jurisdictions are the United States, California, Germany and Japan.  Tax years 1996 – 2011 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 and employee stock purchase plan, or ESPP, shares.  Stock-based compensation cost 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.  All of the Company’s stock compensation is accounted for as an equity instrument.

The following table summarizes compensation costs related to the Company’s stock-based compensation for the years ended May 31, 2012, 2011 and 2010, respectively (in thousands, except per share data):

	Year Ended May 31,
	2012		2011		2010
Stock-based compensation in the form of employee
stock options and ESPP shares, included in:
Cost of sales	$	87	$	108	$	293
Selling, general and administrative		430		488		901
Research and development		192		351		539
Net effect on net loss	$	709	$	947	$	1,733
Effect on net loss per share:
Basic	$	0.08	$	0.11	$	0.20
Diluted	$	0.08	$	0.11	$	0.20

During fiscal 2012, 2011 and fiscal 2010, the Company recorded stock-based compensation related to stock options of $613,000, $829,000 and $1,511,000, respectively.

In the second quarter of fiscal 2010, the seven officers of the Company elected to forfeit certain stock options previously granted.  The forfeiture of these options resulted in the immediate recognition of the unamortized portion of stock compensation expense of $465,000.

As of May 31, 2012, the total compensation cost related to unvested stock-based awards under the Company’s 1996 Stock Option Plan and 2006 Equity Incentive Plan, but not yet recognized, was $818,000 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 3.2 years.

During fiscal 2012, 2011 and fiscal 2010, the Company recorded stock-based compensation related to its ESPP of $96,000, $118,000 and $222,000, respectively.

As of May 31, 2012, the total compensation cost related to options to purchase the Company’s common shares under the ESPP but not yet recognized was $55,000.  This cost will be amortized on a straight-line basis over a weighted average period of approximately 1.0 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.

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.

Expected 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 cost recorded.

Dividends.  The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future.  Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes option valuation method.

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.

Estimated Forfeitures.  When estimating forfeitures, the Company considers voluntary termination behavior as well as analysis of actual option forfeitures.

Fair Value.  The fair values of the Company’s stock options granted to employees and ESPP shares in fiscal 2012, 2011 and 2010 were estimated using the following weighted average assumptions in the Black-Scholes option valuation method:

	Year Ended May 31,
	2012			2011			2010
Option Plan Shares
Expected Term (in years)		5			5			5
Volatility		0.84			0.80			0.78
Expected Dividend	$	0.00		$	0.00		$	0.00
Risk-free Interest Rates		1.12	%		1.73	%		2.53	%
Weighted Average Grant Date Fair Value	$	0.60		$	1.19		$	0.56

The fair value of our ESPP purchase rights for the fiscal 2012, 2011 and 2010 was estimated using the following weighted-average assumptions:

	Year End May 31,
	2012		2011		2010
Employee Stock Purchase Plan Shares
Expected Term (in years)		0.5 - 2.0		n/a		0.5 - 2.0
Volatility		0.79 – 0.95		n/a		0.89 – 1.01
Expected Dividend	$	0.00		n/a	$	0.00
Risk-free Interest Rates		0.06%–1.05%		n/a		0.2%–1.1%
Weighted Average Grant Date Fair Value	$	0.40		n/a	$	0.84

There were no ESPP purchase rights granted during the ESPP periods in fiscal 2011.

EARNINGS PER SHARE (“EPS”):

Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period.  Diluted EPS is computed after giving effect to all dilutive potential common shares that were outstanding during the period.  Dilutive potential common shares consist of the incremental common shares issuable upon exercise of stock options for all periods.

A reconciliation of the numerator and denominator of basic and diluted EPS is provided as follows (in thousands, except per share amounts):

	Year Ended May 31,
	2012			2011			2010
Numerator: Net loss	$	(3,389	)	$	(3,373	)	$	(481	)
Denominator for basic net loss per share:
Weighted-average shares outstanding		9,016			8,776			8,563
Shares used in basic net loss per share calculation		9,016			8,776			8,563
Effect of dilutive securities		—			—			—
Denominator for diluted net loss per share		9,016			8,776			8,563
Basic net loss per share	$	(0.38	)	$	(0.38	)	$	(0.06	)
Diluted net loss per share	$	(0.38	)	$	(0.38	)	$	(0.06	)

For purposes of computing diluted earnings per share, weighted average potential common shares do 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.  Potential common shares have not been included in the calculation of diluted net loss per share for the fiscal years ended May 31, 2012, 2011 and 2010, as the effect would be anti-dilutive due to the Company’s net loss.  As such the numerator and the denominator used in computing both basic and diluted net loss per share for fiscal years ended May 31, 2012, 2011 and 2010 are the same.  Stock options to purchase 2,957,000, 2,083,000 and 1,949,000 shares of common stock were outstanding on May 31, 2012, 2011 and 2010, respectively, but not included in the computation of diluted income per share, because the inclusion of such shares would be anti-dilutive.

COMPREHENSIVE INCOME (LOSS):

Comprehensive income (loss) generally represents all changes in shareholders’ equity except those resulting from investments or contributions by shareholders.  Unrealized gains (losses) on foreign currency translation adjustments are included in the Company’s components of comprehensive income (loss), which are excluded from net income (loss).  Comprehensive income (loss) is included in the statement of shareholders’ equity and comprehensive income (loss).

RECENT ACCOUNTING PRONOUNCEMENTS:

In October 2009, the Financial Accounting Standards Board, or FASB, issued authoritative guidance for revenue recognition with multiple deliverables.  This authoritative guidance defines the criteria for identifying individual deliverables in a multiple-element arrangement and the manner in which revenues are allocated to individual deliverables. In absence of vendor-specific objective evidence, or VSOE, or other third party evidence, or TPE, of the selling price for the deliverables in a multiple-element arrangement, guidance requires companies to use an estimated selling price, or ESP, for the individual deliverables.  Companies shall apply the relative-selling price model for allocating an arrangement’s total consideration to its individual elements.  Under this model, the ESP is used for both the delivered and undelivered elements that do not have VSOE or TPE of the selling price.  This guidance is effective for fiscal years beginning on or after June 15, 2010, and was applied prospectively to revenue arrangements entered into or materially modified after the effective date.  The Company adopted this standard in the first quarter of fiscal year 2012.

In October 2009, the FASB issued authoritative guidance for the accounting for certain revenue arrangements that include software elements.  This authoritative guidance amends the scope of pre-existing software revenue guidance by removing from the guidance non-software components of tangible products and certain software components of tangible products.  This guidance is effective for fiscal years beginning on or after June 15, 2010, and was applied prospectively to revenue arrangements entered into or materially modified after the effective date.  The Company adopted this standard in the first quarter of fiscal year 2012.

These standards did not have a material impact on the Company’s condensed consolidated financial statements.

In May 2011 updated authoritative guidance to amend existing requirements for fair value measurements and disclosures was issued.  The guidance expands the disclosure requirements around fair value measurements categorized in Level 3 of the fair value hierarchy and requires disclosure of the level in the fair value hierarchy of items that are not measured at fair value but whose fair value must be disclosed.  It also clarifies and expands upon existing requirements for fair value measurements of financial assets and liabilities as well as instruments classified in shareholders’ equity.  The guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and are to be applied prospectively.  The Company will adopt this guidance in the first quarter of fiscal 2013.  The implementation of this authoritative guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In June 2011, authoritative guidance was issued on the presentation of comprehensive income to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This authoritative guidance eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The authoritative guidance is effective for the Company’s first quarter of fiscal 2013.  Other than requiring additional disclosure, the adoption of this new guidance will not have a material impact on the Company’s consolidated financial statements.